Common use of Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries Clause in Contracts

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to OI Group or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to OI Group or any of its Restricted Subsidiaries; (2) make loans or advances to OI Group or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to OI Group or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness, Credit Facilities, charter documents and shareholder agreements as in effect on the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders agreements as in effect on the Issue Date; (2) this Indenture, the Notes, the Collateral Documents, the Offshore Collateral Documents and the Guarantees of the Notes; (3) applicable law; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by OI Group or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (6) purchase money obligations, including Capital Lease Obligations and obligations under mortgages, for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of the first paragraph of this Section 4.15; (7) any agreement for the sale or other disposition of a Restricted Subsidiary of OI Group that restricts any of the foregoing by that Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and (9) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing contained in this Section 4.15 shall prevent OI Group or a Restricted Subsidiary of OI Group from entering into any agreement (x) permitting or providing for the incurrence of Liens otherwise permitted by Section 4.14 or (y) restricting the sale or other disposition of property securing Indebtedness.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall (a) The Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to OI Group the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to OI Group the Company or any of its Restricted Subsidiaries; provided that the priority that any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends, distributions or liquidating distributions before dividends, distributions or liquidating distributions are paid in respect of common stock of such Restricted Subsidiary shall not constitute a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this Section 4.08; (2) make loans or advances to OI Group the Company or any of its Restricted SubsidiariesSubsidiaries (it being understood that the subordination of loans or advances made to the Company or any of its Restricted Subsidiaries to other Indebtedness incurred by the Company or any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties or assets to OI Group the Company or any of its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness, Indebtedness and the Credit Facilities, charter documents and shareholder agreements Agreement as in effect on the Issue Date, date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the encumbrances or restrictions contained in the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not in the good faith judgment of an Officer of the Company materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders those agreements as in effect on the Issue Datedate of this Indenture; (2) this Indenture, the NotesNotes and the Note Guarantees; (3) agreements governing other Indebtedness permitted to be incurred under the provisions of Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained therein are in the reasonable good faith judgment of an Officer of the Company, either (a) not materially more restrictive, taken as a whole, than those contained in this Indenture, the Collateral Documents, the Offshore Collateral Documents Notes and the Note Guarantees or the Credit Agreement as in effect on the date of this Indenture or (b) not reasonably likely to have a material adverse effect on the ability of the Company to make required payments on the Notes; (34) applicable law, rule, regulation or order; (45) any instrument governing Indebtedness or Capital Stock of a Person acquired by OI Group the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings thereof; provided, that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of an Officer of the Company, no more restrictive, taken as a whole, than those in effect on the date of the acquisition; provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (56) customary non-assignment provisions in leases Hydrocarbon purchase and sale or exchange agreements or similar operational agreements or in licenses, easements or leases, in each case, entered into in the ordinary course of business and consistent with past practicesbusiness; (67) purchase money obligations, including Capital Lease Obligations and obligations under mortgages, for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3) of the first paragraph of this Section 4.154.08(a); (7) 8) any agreement for the sale or other disposition of a Restricted Subsidiary of OI Group that restricts any of the foregoing distributions by that Restricted Subsidiary pending its sale or other disposition; (8) 9) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no are, in the reasonable good faith judgment of an Officer of the Company, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and; (910) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness permitted to be incurred under the provisions of Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing contained Liens; (11) provisions limiting the disposition or distribution of assets or property in this Section 4.15 shall prevent OI Group joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (12) encumbrances or restrictions applicable only to a Restricted Subsidiary of OI Group from entering into any agreement that is not a Domestic Subsidiary; (x13) permitting encumbrances or providing for the incurrence of Liens otherwise permitted by Section 4.14 or (y) restricting the sale restrictions on cash or other disposition deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business; (14) customary encumbrances and restrictions contained in agreements of the types described in the definition of Permitted Business Investments; (15) agreements governing Hedging Obligations incurred in the ordinary course of business; and (16) any encumbrance or restriction with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted Subsidiary is a party to or entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property securing Indebtednessof the Company or any other Restricted Subsidiary other than the assets and property of such Unrestricted Subsidiary. In each case set forth above, notwithstanding any stated limitation on the assets or property that may be subject to such encumbrance or restriction, an encumbrance or restriction on a specified asset or property or group or type of assets or property may also apply to all improvements, additions, repairs, attachments or accessions thereto, assets and property affixed or appurtenant thereto, parts, replacements and substitutions therefor, and all products and proceeds thereof, including dividends, distributions, interest and increases in respect thereof.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall (a) The Company will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to OI Group the Company or any of its Restricted SubsidiariesSubsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to OI Group the Company or any of its Restricted SubsidiariesSubsidiary; (2) make loans or advances to OI Group the Company or any of its Restricted SubsidiariesSubsidiary; or (3) sell, lease or transfer any of its properties or assets to OI Group the Company or any Restricted Subsidiary, provided that (x) the priority of its any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill period to) loans or advances made to the Company or any Restricted Subsidiaries. HoweverSubsidiary to other Indebtedness incurred by the Company or any Restricted Subsidiary, the preceding shall not be deemed to constitute such an encumbrance or restriction. (b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness, Credit Facilities, charter documents and shareholder agreements agreement as in effect on the Issue Date, Date and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictivenot materially less favorable to the Holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders those agreements as in effect on the Issue DateDate (as determined in good faith by the Company); (2) this Indenture, the NotesNotes and the Note Guarantees; (3) agreements governing other Indebtedness permitted to be incurred under Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein are not materially less favorable to the Holders of the Notes than is customary in comparable financings (as determined in good faith by the Company) and the Company determines at the time of the incurrence of such Indebtedness that such encumbrances or restrictions will not adversely effect, in any material respect, the Collateral Documents, the Offshore Collateral Documents and the Guarantees of Company’s ability to make principal or interest payments on the Notes; (34) applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit; (45) any instrument governing Indebtedness or Capital Stock of a Person acquired by OI Group the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, ; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (56) customary non-assignment and similar provisions in contracts, leases and licenses entered into in the ordinary course of business and consistent with past practicesbusiness; (67) purchase money obligations, including Capital Lease Obligations and obligations under mortgages, for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3Section 4.08(a)(3) of the first paragraph of this Section 4.15hereof; (7) 8) any agreement for the sale or other disposition of the Capital Stock or all or substantially all of the property and assets of a Restricted Subsidiary of OI Group that restricts any of the foregoing distributions by that Restricted Subsidiary pending its sale or other disposition; (8) 9) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and; (910) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness permitted to be incurred under Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing Liens; (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (12) restrictions on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (13) any customary Productive Asset Leases for Vessels and other assets used in the ordinary course of our business; provided that such encumbrance or restriction only extends to the Vessel or other asset financed in such Productive Asset Lease; (14) any Restricted Investment not prohibited by Section 4.07 hereof and any Permitted Investment; (15) any encumbrance or restriction existing with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person other than such Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary; provided that the encumbrances or restrictions are customary for the business of such Unrestricted Subsidiary and would not, at the time agreed to, be expected (as determined in good faith by the Company) to affect the ability of the Company and the Guarantors to make payments under the Notes and this Indenture; (16) customary encumbrances or restrictions contained in agreements in connection with Hedging Obligations permitted under this Indenture; and (17) any encumbrance or restriction existing under any agreement that extends, renews, refinances, replaces, amends, modifies, restates or supplements the agreements containing the encumbrances or restrictions in Section 4.08(b)(1) through Section 4.08(b)(16) hereof, or in this Section 4.15 shall prevent OI Group 4.08(b)(17); provided that the terms and conditions of any such encumbrances or a Restricted Subsidiary of OI Group from entering into restrictions are no more restrictive in any material respect than those under or pursuant to the agreement (x) permitting so extended, renewed, refinanced, replaced, amended, modified, restated or providing for the incurrence of Liens otherwise permitted by Section 4.14 or (y) restricting the sale or other disposition of property securing Indebtednesssupplemented.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall (a) The Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to OI Group the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to OI Group the Company or any of its Restricted Subsidiaries; provided that the priority that any series of preferred stock of a Restricted Subsidiary has in receiving dividends or liquidating distributions before dividends or liquidating distributions are paid in respect of common stock of such Restricted Subsidiary shall not constitute a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this Section 4.08(a); (2) make loans or advances to OI Group the Company or any of its Restricted SubsidiariesSubsidiaries (it being understood that the subordination of loans or advances made to the Company or any such Restricted Subsidiary to other Indebtedness incurred by the Company or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties or assets to OI Group the Company or any of its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing the Credit Agreement, any Existing IndebtednessIndebtedness or any Credit Facilities or any other agreements or instruments, Credit Facilities, charter documents and shareholder agreements in each case as in effect on the Issue Date, Date and any amendments, restatements, modifications, restatementsrenewals, renewalsextensions, increases, supplements, refundings, replacements or refinancings thereof, of those agreements or the Indebtedness to which they relate; provided that such the encumbrances or restrictions contained in the amendments, restatements, modifications, restatementsrenewals, renewalsextensions, increases, supplements, refundings, replacements or refinancings are no are, in the reasonable good faith judgment of the Chief Financial Officer of the General Partner, not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders those agreements as in effect on the Issue Date; (2) this Indenture, the Notes, the Collateral Documents, the Offshore Collateral Documents Notes and the Guarantees of the NotesNote Guarantees; (3) applicable lawagreements governing other Indebtedness permitted to be incurred under Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions therein are, in the reasonable good faith judgment of the Chief Financial Officer of the General Partner, not materially more restrictive, taken as a whole, than the provisions contained in the Credit Agreement and in this Indenture as in effect on the Issue Date; (4) the issuance of preferred stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such preferred stock is permitted pursuant to Section 4.09 hereof and the terms of such preferred stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such preferred stock prior to paying any dividends or making any other distributions on such other Capital Stock); (5) applicable law, rule, regulation, order, approval, license, permit or similar restriction; (6) any instrument governing Indebtedness or Capital Stock of a Person acquired by OI Group the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquiredacquired and any amendments, restatements, modifications, renewals, extensions, increases, supplements, refundings, replacements or refinancings thereof; provided that, the encumbrances or restrictions contained in any such amendments, restatements, modifications, renewals, extensions, increases, supplements, refundings, replacements or refinancings are, in the reasonable good faith judgment of the Chief Financial Officer of the General Partner, not materially more restrictive, taken as a whole, than those in effect on the date of the acquisition; provided, further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (57) customary non-assignment provisions in leases contracts or licenses, easements or leases, in each case, entered into in the ordinary course of business and consistent with past practicesbusiness; (6) 8) purchase money obligations, including Capital Lease Obligations and obligations under mortgages, security agreements or mortgage financings for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3) of the first paragraph of this Section 4.154.08(a) hereof; (79) any agreement for the sale or other disposition of the Equity Interests in, or all or substantially all of the properties or assets of, a Restricted Subsidiary of OI Group that restricts any of the foregoing distributions by that Restricted Subsidiary pending its the sale or other disposition; (8) 10) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and; (911) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing contained Liens; (12) provisions limiting the disposition or distribution of assets or property in this Section 4.15 shall prevent OI Group or joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Subsidiary Investment) entered into with the approval of OI Group from entering into the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (13) any agreement (x) permitting or providing for the incurrence instrument governing Indebtedness of Liens a FERC Subsidiary; provided that such Indebtedness was otherwise permitted by Section 4.14 the terms of this Indenture to be incurred; (14) encumbrances or restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (15) any agreement or instrument relating to any property or assets acquired after the Issue Date, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisition; (16) Hedging Obligations permitted from time to time under this Indenture; and (17) Indebtedness incurred or Capital Stock issued by any Restricted Subsidiary; provided that the restrictions contained in the agreements or instruments governing such Indebtedness or Capital Stock (a) apply only in the event of a payment default or a default with respect to a financial covenant in such agreement or instrument or (yb) restricting will not materially affect the sale or other disposition Company’s ability to make principal, interest and premium, if any, on the Notes, as determined in the reasonable good faith judgment of property securing Indebtednessthe Chief Executive Officer and the Chief Financial Officer of the General Partner.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: to do any of the following: (1a)(i) pay dividends or make any other distributions on its Capital Stock to OI Group the Company or any of its Restricted Subsidiaries, Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any indebtedness Indebtedness owed to OI Group or any of its Restricted Subsidiaries; (2) make loans or advances to OI Group the Company or any of its Restricted Subsidiaries; or (3b) make loans or advances to the Company or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to OI Group the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of: of (1) agreements governing Existing Indebtedness, Credit Facilities, charter documents and shareholder agreements as in effect on the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictivenot materially less favorable to the holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions than those contained contained, in such Existing Indebtedness, the case of Credit Facilities, charter documents and shareholders in agreements governing Credit Facilities, in either case as in effect on the Issue Date; date of this Indenture, (2) this Indenture, the Notes, the Collateral Documents, the Offshore Collateral Documents Subsidiary Guarantees and the Guarantees of the Notes; First Lien Notes (3) applicable law; any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by OI Group the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; , (5) by reason of customary non-provisions restricting the subletting or assignment provisions in leases entered into in of any lease or the ordinary course transfer of business and consistent with past practices; copyrighted or patented materials, (6) purchase money obligations, including Capital Lease Obligations and obligations under mortgages, for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3c) of above on the first paragraph of this Section 4.15; property so acquired, (7) any agreement customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other disposition similar agreement in each case entered into in the ordinary course of a Restricted Subsidiary of OI Group that restricts any business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the foregoing by that Restricted Subsidiary pending its sale property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other disposition; deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (8) 11) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictivenot materially less favorable to the Holders, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and , (912) Permitted any Liens or Investment Grade Permitted Liens securing Indebtedness not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing contained in this Section 4.15 shall prevent OI Group or a Restricted Subsidiary of OI Group from entering into any agreement (x) permitting or providing for the incurrence of Liens otherwise permitted by Section 4.14 Liens, or (y13) restricting the sale or other disposition of property securing Indebtednessapplicable law.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall (a) The Issuer will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to OI Group the Issuer or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to OI Group or any of its Restricted Subsidiaries; (2) make loans or advances to OI Group the Issuer or any of its Restricted Subsidiaries; or (32) transfer any of its properties make loans or assets advances to OI Group the Issuer or any of its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.06(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtednessapplicable law, Credit Facilitiesrule, charter documents and shareholder agreements as in effect on the Issue Dateregulation, and any amendmentsorder, modificationsapproval, restatementslicense, renewals, increases, supplements, refundings, replacements permit or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders agreements as in effect on the Issue Datesimilar restriction; (2) this Indenturerestrictions contained in any documents or agreements evidencing, the Notes, the Collateral Documents, the Offshore Collateral Documents and the Guarantees of the Notesrelating to or otherwise governing a Receivables Financing with respect to any Receivables Subsidiary; (3) applicable lawcontractual encumbrances or restrictions in effect under any Indebtedness outstanding on the date of this Indenture and under any Indebtedness otherwise permitted pursuant to this Indenture; (4) any instrument governing restrictions imposed by any agreement relating to secured Indebtedness or Capital Stock of a Person acquired permitted by OI Group or this Indenture to the extent that such restrictions apply only to the assets securing such Indebtedness; (5) any of its Restricted Subsidiaries as agreement in effect at the time of such acquisition (except to the extent Restricted Subsidiary becomes a Restricted Subsidiary, so long as such Indebtedness agreement was incurred in connection with or not entered into in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurredperson becoming a Restricted Subsidiary; (56) customary non-assignment restrictions contained in any agreement relating to the sale of any asset permitted under Section 4.08 pending the consummation of such sale; (7) customary provisions in leases joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business and consistent with past practicesbusiness; (6) purchase money obligations, including Capital Lease Obligations 8) customary provisions contained in leases or licenses and obligations under mortgages, for property acquired other similar agreements entered into in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of the first paragraph of this Section 4.15business; (79) any agreement for customary restrictions in connection with deposits in the sale or other disposition ordinary course of a Restricted Subsidiary of OI Group that restricts any of the foregoing by that Restricted Subsidiary pending its sale or other dispositionbusiness; (8) Permitted Refinancing Indebtedness, provided that the restrictions contained 10) customary provisions restricting assignment of any agreement entered into in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as ordinary course of business; (11) encumbrances on property that exist at the time the property was acquired by the Issuer or a whole, than those contained in the agreements governing the Indebtedness being refinancedRestricted Subsidiary; and (912) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness restrictions described in clauses (1) and (2) of Section 4.06(a), but only to the extent that limit such restrictions do not materially adversely affect the right consolidated cash position of the debtor to dispose of the assets subject to such Lien. Nothing contained in this Section 4.15 shall prevent OI Group or a Issuer and its Restricted Subsidiary of OI Group from entering into any agreement (x) permitting or providing for the incurrence of Liens otherwise permitted by Section 4.14 or (y) restricting the sale or other disposition of property securing IndebtednessSubsidiaries.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall (a) Following the Non-Cash Pay Period, the Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to OI Group the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to OI Group the Company or any of its Restricted Subsidiaries; (2) make loans or advances to OI Group the Company or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to OI Group the Company or any of its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness, Indebtedness and Credit Facilities, charter documents and shareholder agreements Facilities as in effect on the Issue Date, date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders those agreements as in effect on the Issue Datedate of this Indenture; (2) this Indenture, the Notes, the Collateral Documents, the Offshore Collateral Documents Notes and the Guarantees of the Notesrelated Note Guarantees; (3) applicable lawagreements governing other Indebtedness permitted to be incurred under Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that (except with respect to Indebtedness incurred pursuant to clause (16) of Section 4.09(b) hereof) the restrictions therein are not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees; (4) applicable law, rule, regulation or order; (5) any instrument governing Indebtedness or Capital Stock of a Person acquired by OI Group the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, ; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (56) customary non-assignment provisions in leases contracts and licenses entered into in the ordinary course of business and consistent with past practicesbusiness; (67) purchase money obligations, including Capital Lease Obligations and obligations under mortgages, for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (34) of the first paragraph of this Section 4.154.09(b) hereof; (7) 8) any agreement for the sale or other disposition of a Restricted Subsidiary of OI Group that restricts any of the foregoing distributions by that Restricted Subsidiary pending its such sale or other disposition; (8) 9) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and; (910) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing contained Liens; (11) provisions limiting the disposition or distribution of assets or property in this Section 4.15 shall prevent OI Group or joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Subsidiary Investment) entered into with the approval of OI Group from entering into any agreement the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; and (x12) permitting or providing for the incurrence of Liens otherwise permitted by Section 4.14 or (y) restricting the sale restrictions on cash or other disposition deposits or net worth imposed by customers under contracts entered into in the ordinary course of property securing Indebtednessbusiness.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall (a) The Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create cause or permit suffer to exist or become effective or enter into any consensual encumbrance or restriction (other than pursuant to this Indenture or any law, rule, regulation or order) on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock Interests to OI Group the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, Subsidiaries or pay any indebtedness Debt owed to OI Group the Company or any of its Restricted Subsidiaries; (2) make loans or advances to OI Group the Company or any of its Restricted SubsidiariesSubsidiary; or (3) transfer any of its properties property or assets to OI Group the Company or any of its Restricted Subsidiaries. Subsidiary. (b) However, the preceding restrictions provisions shall not apply to prohibit the following encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness, Credit Facilities, charter documents and shareholder agreements as any encumbrance or restriction in effect existence on the Issue Date, including those under the Credit Agreement, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, ; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings refinancings, in the good faith judgment of the Company and conclusively evidenced by an Officer’s Certificate, are no more restrictiverestrictive in any material respect, taken as a whole, with respect to such dividend and or other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders these agreements as in effect on the Issue DateDate or refinancings thereof; (2) this Indentureany encumbrance or restriction which exists with respect to an acquired property in existence at the time of such acquisition pursuant to an agreement, so long as the Notes, encumbrances or restrictions in any such agreement relate solely to the Collateral Documents, property so acquired (and are not or were not created in anticipation of or in connection with the Offshore Collateral Documents and the Guarantees of the Notesacquisition thereof); (3) any encumbrance or restriction which exists with respect to a Person that becomes a Restricted Subsidiary or merges or amalgamates with or into a Restricted Subsidiary of the Company on or after the Issue Date, which is in existence at the time such Person becomes a Restricted Subsidiary, but not created in connection with or in anticipation of such Person becoming a Restricted Subsidiary, and which is not applicable lawto any Person or the property or assets of any Person other than such Person or the property or assets of such Person becoming a Restricted Subsidiary; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by OI Group or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable under the terms of Refinancing Debt Incurred to renew, refund, replace, refinance or extend any Personagreement containing any encumbrance or restriction referred to in the foregoing clauses (1) through (3), or so long as the properties or assets of encumbrances and restrictions contained in any Person, other such Refinancing Debt are no less favorable in any material respect to the Holders than the Personencumbrances and restrictions contained in the agreements governing the Debt being renewed, refunded, replaced, refinanced or the property or assets of the Person, so acquired, provided thatextended, in the case good faith judgment of Indebtedness, such Indebtedness was permitted the Company and conclusively evidenced by the terms of this Indenture to be incurredan Officer’s Certificate; (5) customary non-provisions restricting subletting or assignment provisions in leases of any lease, contract or license of the Company or any Restricted Subsidiary or any rights thereunder; (6) any encumbrance or restriction by reason of applicable law, rule, regulation or order; (7) any encumbrance or restriction under the Notes Documents; (8) any encumbrance or restriction under a contract for the sale or other disposition of assets or Capital Interests, including, without limitation, any agreement for the sale or other disposition of a Subsidiary, that restricts distributions of the applicable assets or Capital Interests to be issued or sold, or of any assets of a Subsidiary to be sold, pending such sale or other disposition; (9) restrictions on cash and other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business and consistent with past practicesbusiness; (610) purchase money obligationscustomary provisions and/or restrictions with respect to the disposition or distribution of property, securities or assets in joint venture agreements, asset sale agreements, stock sale agreements (including underwriting and agency agreements), sale leaseback agreements and other similar agreements; (11) any restriction with respect to the Company or a Restricted Subsidiary (or any of its property or assets) imposed by customary provisions in Hedge Agreements not entered into for speculative purposes; (12) Purchase Money Debt and Capital Lease Obligations and obligations permitted under mortgages, this Indenture for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (3) of the first paragraph of this Section 4.154.08(a)(3); (713) Liens securing Debt otherwise permitted to be Incurred under this Indenture, including Section 4.12; (14) any other agreement for governing Debt entered into after the sale or other disposition of a Issue Date that contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary of OI Group that restricts any of than those in effect on the foregoing by Issue Date with respect to that Restricted Subsidiary pending its sale or other dispositionpursuant to agreements in effect on the Issue Date; (8) Permitted Refinancing Indebtedness, provided that the restrictions 15) customary provisions contained in the licenses, sublicenses, covenants not to ▇▇▇, releases and other agreements governing such Permitted Refinancing Indebtedness are no more restrictivein connection with Intellectual Property (including in connection with distribution, taken as a wholedevelopment, than those contained license and supply agreements) and other similar agreements entered into in the agreements governing the Indebtedness being refinancedordinary course of business; and (916) Permitted Liens any restrictions with respect to the corporate aircraft, including under any lease, sublease, charter, management, operating, crew, service, repair, maintenance, storage or Investment Grade Permitted Liens securing Indebtedness that limit other agreement relating to the right of the debtor to dispose of the assets subject to such Lien. aircraft. (c) Nothing contained in this Section 4.15 4.08 shall prevent OI Group the Company or a any Restricted Subsidiary of OI Group from entering into from: (i) creating, Incurring, assuming or suffering to exist any agreement (x) permitting or providing for the incurrence of Liens otherwise permitted by Section 4.14 4.12; or (yii) restricting the sale or other disposition of property securing Indebtednessor assets of the Company or any of its Restricted Subsidiaries that secure Debt of the Company or any of its Restricted Subsidiaries Incurred in accordance with Section 4.09 and Section 4.12.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group The Corporation shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to OI Group the Corporation or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to OI Group or any of its Restricted Subsidiariesthe Corporation; (2) make loans or advances to OI Group or any of its Restricted Subsidiariesthe Corporation; or (3) sell, lease or transfer any of its properties or assets to OI Group or any of its Restricted Subsidiariesthe Corporation. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of: (1) instruments, indentures, agreements or other documents governing Existing Indebtedness, Credit FacilitiesFacilities or Receivables Facilities or other contractual encumbrances or restrictions, charter documents and shareholder agreements in each case, as in effect on the Issue Datedate of this Indenture or incurred after the date of this Indenture as permitted under this Indenture, and any amendments, restatements, modifications, restatements, renewals, increasessupplements, supplementsextensions, refundings, replacements or refinancings thereofof those agreements, provided that such the amendments, restatements, modifications, restatements, renewals, increasessupplements, supplementsextensions, refundings, replacements or refinancings are no not, in the good faith judgment of the Board of Directors of the Corporation, materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders those agreements as in effect on the Issue Datedate of this Indenture or those contained in those agreements after the date of this Indenture as permitted under this Indenture; (2) this Indenture, the Notes, the Collateral DocumentsNote Guarantees, the Offshore Collateral Documents Senior Subordinated Exchangeable Debentures, the Senior Subordinated Exchangeable Debenture Guarantees and the Guarantees of the NotesSenior Subordinated Exchangeable Debenture Indenture; (3) applicable law, rule, regulation, order, approval, license, permit or similar restriction; (4a) any instrument governing Indebtedness or Capital Stock of a Person acquired by OI Group the Corporation or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property properties or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; and (b) any amendment, modification, replacement or refinancing thereof, provided, however, that such encumbrances or restrictions are not, in the good faith judgment of the Board of Directors of the Corporation, materially more restrictive, taken as a whole, with respect to consensual encumbrances or restrictions set forth in clauses (1), (2) or (3) of the first paragraph of this Section 5.13 than on such encumbrances or restrictions prior to such amendment, modification, replacement or refinancing; (5) customary non-assignment provisions in leases contracts and licenses entered into in the ordinary course of business and consistent with past practicesbusiness; (6) purchase money obligations, including Capital Lease Obligations and obligations under mortgages, for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3) of the first paragraph of this Section 4.155.13; (7) any restriction with respect to (a) a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Subsidiary or (b) any asset of a Restricted Subsidiary pursuant to an agreement entered into for the sale or other disposition of a Restricted Subsidiary such asset (including in connection with sale and leaseback transactions), in each case pending the closing of OI Group that restricts any of the foregoing by that Restricted Subsidiary pending its such sale or other disposition; (8) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not, in the good faith judgment of the Board of Directors of the Corporation, materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, extended, renewed, refunded, replaced, defeased or discharged; (9) Indebtedness or other contractual requirements of a Receivables Entity in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to such Receivables Entity; (10) provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to the Capital Stock of a Person other than on a pro rata basis; (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale and leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Board of Directors of the Corporation, which limitation is applicable only to the assets that are the subject of such agreements; (12) restrictions on cash or other deposits or net worth imposed in leases, in agreements with customers and under other contracts entered into in the ordinary course of business; (13) restrictions in other Indebtedness incurred in compliance with Section 5.7, provided that such restrictions, taken as a whole, are, in the good faith judgment of the Board of Directors of the Corporation, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clauses (1) and (2) above; (14) encumbrances on property that exist at the time such property was acquired by the Corporation or any Restricted Subsidiary; (15) any such encumbrance or restriction consisting of customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (916) restrictions contained in agreements governing Permitted Liens or Investment Grade Permitted Liens securing Indebtedness that limit the right of the debtor Corporation or any of its Restricted Subsidiaries or in respect of licenses otherwise permitted to dispose be incurred under this Indenture, in each case to the extent such restrictions only restrict the transfer of the assets property subject to such Lien. Nothing contained in this Section 4.15 shall prevent OI Group agreement or a Restricted Subsidiary of OI Group from entering into any agreement (x) permitting or providing for the incurrence of Liens otherwise permitted by Section 4.14 or (y) restricting the sale or other disposition of property securing Indebtednesslicense.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall (a) The Borrower and the Parent Guarantors will not, and shall will not permit any of its their Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary of New Pyxus Topco to: (1i) pay dividends or make any other distributions on its Capital Stock to OI Group the Borrower, any Parent Guarantor or any of its their Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to OI Group the Borrower, any Parent Guarantor or any of its their Restricted SubsidiariesSubsidiaries (except for waiving or deferring in the ordinary course of business subrogation and reimbursement rights in connection with the guarantee obligations permitted pursuant to Section 6.03); (2ii) make loans or advances to OI Group the Borrower, any Parent Guarantor or any of its their Restricted Subsidiaries; or (3iii) sell, lease or transfer any of its properties or assets to OI Group the Borrower, any Parent Guarantor or any of its their Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 6.02(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1i) agreements governing Existing Indebtedness, the ABL Credit FacilitiesAgreement, charter documents the Term Loan Credit Agreement, and shareholder agreements the First Lien Notes Indenture as in effect on the Issue Date, date hereof and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders those agreements as in effect on the Issue Datedate hereof; (2ii) this Indenture, the Notes, the Collateral Documents, the Offshore Collateral Documents Agreement and the Guarantees of the Notesother Loan Documents; (3iii) agreements governing other Indebtedness permitted to be incurred pursuant to Section 6.03 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that (A) the restrictions are ordinary and customary with respect to the type of Indebtedness being incurred and (B) such encumbrances or restrictions will not materially affect the Borrower’s ability to make payments of principal or interest on the Loans, as determined at the time such Indebtedness is incurred in good faith by the senior management of New Pyxus Topco; (iv) applicable law, rule, regulation or order; (4v) any instrument governing Indebtedness or Capital Stock of a Person acquired by OI Group the Borrower, any Parent Guarantor or any of its their Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, ; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture Agreement to be incurred; (5vi) customary non-assignment provisions in leases contracts and licenses entered into in the ordinary course of business and consistent with past practicesbusiness; (6vii) purchase money obligations, including Capital Lease Obligations and obligations under mortgages, for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3iii) of the first paragraph of this Section 4.156.02(a) hereof; (7viii) any agreement for the sale or other disposition of a Restricted Subsidiary of OI Group the Borrower or any Parent Guarantor that restricts any of the foregoing distributions by that Restricted Subsidiary pending its sale or other disposition; (8) ix) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and; (9x) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness permitted to be incurred under the provisions of Section 6.06 hereof that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing Liens; (xi) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the approval of New Pyxus Topco’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (xii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xiii) encumbrances or restrictions contained in this Section 4.15 shall prevent OI Group agreements relating only to one or a Restricted Subsidiary of OI Group from entering into any agreement (x) permitting or providing for the incurrence of Liens otherwise permitted by Section 4.14 or (y) restricting the sale or other disposition of property securing Indebtednessmore Immaterial Subsidiaries.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) (i) pay dividends or make any other distributions to the Company or any Restricted Subsidiary (A) on its Capital Stock to OI Group or any of its Restricted Subsidiaries, or (B) with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any indebtedness Indebtedness owed to OI Group the Company or any of its Restricted SubsidiariesSubsidiary; (2) make loans or advances to OI Group the Company or any of its Restricted SubsidiariesSubsidiary; or (3) transfer any of its properties or assets to OI Group the Company or any of its Restricted SubsidiariesSubsidiary. However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness, Credit Facilities, charter documents and shareholder agreements Indebtedness as in effect on as of the Issue Datedate hereof, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, ; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, restrictive in the aggregate with respect to such dividend and other payment restrictions than those contained in such the agreements governing Existing Indebtedness, Credit Facilities, charter documents and shareholders agreements Indebtedness as in effect on the Issue Datedate hereof; (2) the Credit Agreement as in effect as of the date hereof, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive in the aggregate with respect to such dividend and other payment restrictions than those contained in the Credit Agreement as in effect on the date hereof; (3) this Indenture, the Notes, the Collateral Documents, the Offshore Collateral Documents Indenture and the Guarantees of the Notes; (34) applicable law, including, for the avoidance of doubt, any applicable rule, regulation or order; (45) any instrument governing Indebtedness or Capital Stock of a Person acquired by OI Group the Company or any of its Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, ; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (56) customary non-assignment provisions in contracts, licenses or leases entered into in the ordinary course of business and consistent with past practices; (6) purchase money obligations, including Capital Lease Obligations and obligations under mortgages, for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of the first paragraph of this Section 4.15; (7) any agreement for the sale or other disposition of a Restricted Subsidiary of OI Group that restricts any of the foregoing distributions by that Restricted Subsidiary pending its sale or other disposition; (8) Permitted restrictions on the transfer of property subject to mortgages, purchase money obligations or Capital Lease Obligations otherwise permitted by clause (5) of Section 4.10; (9) permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, restrictive in the aggregate than those contained in the agreements governing the Indebtedness being refinanced; and; (910) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness permitted to be incurred under Section 4.11 that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing contained Liens; (11) provisions limiting the disposition or distribution of assets or property in this Section 4.15 shall prevent OI Group or joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Subsidiary Permitted Investment) entered into with the approval of OI Group from entering into any agreement the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (x12) permitting or providing for the incurrence of Liens otherwise permitted by Section 4.14 or (y) restricting the sale restrictions on cash or other disposition deposits or net worth imposed by customers under contracts entered into in the ordinary course of property securing Indebtednessbusiness; (13) agreements governing other Indebtedness permitted to be incurred under the provisions of Section 4.10 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein will not materially affect the Company’s ability to make anticipated principal or interest payments on the Notes (as determined in good faith by senior management or the Board of Directors of the Company); and (14) any Lien or restriction on a Securitization Subsidiary that, in the good faith judgment of senior management or the Board of Directors of the Company, is reasonably required in connection therewith; provided, however, that such restrictions only apply to Securitization Subsidiaries.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall (a) The Issuer will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to OI Group the Issuer or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to OI Group the Issuer or any of its Restricted Subsidiaries; provided that (i) the priority that any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends or liquidating distributions before dividends or liquidating distributions are paid in respect of common stock of such Restricted Subsidiary shall not constitute a restriction on the ability to pay or make dividends or distributions on Capital Stock for purposes of this Section 4.08 and (ii) the subordination of Indebtedness owed to the Issuer or any Restricted Subsidiary to other Indebtedness incurred by any Restricted Subsidiary shall not be deemed a restriction on the ability to pay Indebtedness; (2) make loans or advances to OI Group the Issuer or any of its Restricted SubsidiariesSubsidiaries (it being understood that the subordination of loans or advances made to the Issuer or any Restricted Subsidiary to other Indebtedness incurred by the Issuer or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties or assets to OI Group the Issuer or any of its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness, Indebtedness and the Credit Facilities, charter documents and shareholder agreements Agreement as in effect on the Issue Date, date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders those agreements as in effect on the Issue Datedate of this Indenture, as determined in good faith by the Issuer; (2) this Indenture, the Notes, the Collateral Documents, the Offshore Collateral Documents Notes and the Guarantees of the NotesGuarantees; (3) applicable lawagreements governing other Indebtedness permitted to be incurred under the provisions of Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein are not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Guarantees or the Credit Agreement as in effect on the date of this Indenture, as determined in good faith by the Issuer; (4) applicable law, rule, regulation, order, approval, license, permit or similar restriction; (5) any instrument governing Indebtedness or Capital Stock or other agreement of a Person acquired (including by OI Group merger or consolidation), or the assets of which are acquired, by the Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock or other agreement was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, ; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (56) customary non-assignment provisions in leases Hydrocarbon purchase and sale or exchange agreements or similar operational agreements or in licenses, easements or leases, in each case, entered into in the ordinary course of business and consistent with past practicesbusiness; (67) purchase money obligations, including Capital Lease Obligations and obligations under mortgages, for property acquired in the ordinary course of business and Finance Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3) of the first paragraph of this Section 4.154.08(a); (7) 8) any agreement for the sale or other disposition of a Restricted Subsidiary of OI Group that restricts any of the foregoing distributions by that Restricted Subsidiary pending its sale or other disposition; (8) 9) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and, as determined in good faith by the Issuer; (910) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness permitted to be incurred under the provisions of Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing contained Liens; (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, shareholders’ agreements, partnership agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the approval of the Board of Directors of the Issuer or in the ordinary course of business, which limitation is applicable only to the assets or property that is the subject of such agreements; (12) any agreement or instrument relating to any property or assets acquired after the date of this Section 4.15 shall prevent OI Group Indenture, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisition; (13) encumbrances or restrictions on cash, Cash Equivalents or other deposits or net worth requirements imposed by customers or lessors under contracts or leases entered into in the ordinary course of business; (14) any Preferred Stock issued by a Restricted Subsidiary of OI Group from entering into the Issuer; provided that issuance of such Preferred Stock is permitted pursuant to Section 4.09 and the terms of such Preferred Stock do not expressly restrict the ability of a Restricted Subsidiary of the Issuer to pay dividends or make any other distributions on its Equity Interests (other than requirements to pay dividends or liquidation preferences on such Preferred Stock prior to paying any dividends or making any other distributions on such other Equity Interests); (15) any encumbrance or restriction contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was incurred if (x) permitting either (a) the encumbrance or providing for restriction applies only in the incurrence event of Liens otherwise permitted a payment default or a default with respect to a financial covenant in such Indebtedness or agreement or (b) any such encumbrance or restriction will not materially affect the Issuer’s ability to make principal or interest payments on the Notes, as determined in good faith by Section 4.14 or the Issuer and (y) restricting the sale encumbrance or other disposition restriction is not materially more disadvantageous to the Holders than is customary in comparable financings or agreements, as determined in good faith by the Issuer; (16) Hedging Obligations permitted from time to time under this Indenture; (17) encumbrances and restrictions contained in contracts entered into in the ordinary course of business, not relating to any Indebtedness, and that do not, taken as a whole, detract from the value of, or from the ability of the Issuer and its Restricted Subsidiaries to realize the value of, property securing Indebtednessor assets of the Issuer or any Restricted Subsidiary in any manner material to the Issuer or any Restricted Subsidiary, as determined in good faith by the Issuer; provided that such encumbrances or restrictions will not materially affect the Issuer’s ability to make principal or interest payments on the Notes, as determined in good faith by the Issuer; (18) customary encumbrances and restrictions contained in agreements of the types described in the definition of “Permitted Business Investments”; or (19) any Permitted Investment. In each case set forth above, notwithstanding any stated limitation on the assets or property that may be subject to such encumbrance or restriction, an encumbrance or restriction on a specified asset or property or group or type of assets or property may also apply to all improvements, additions, accessions and contractual rights relating primarily thereto and all proceeds thereof (including dividends, distributions and increases in respect thereof).

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) (i) pay dividends or make any other distributions to the Company or any Restricted Subsidiary (A) on its Capital Stock to OI Group or any of its Restricted Subsidiaries, or (B) with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any indebtedness Indebtedness owed to OI Group the Company or any of its Restricted SubsidiariesSubsidiary; (2) make loans or advances to OI Group the Company or any of its Restricted SubsidiariesSubsidiary; or (3) transfer any of its properties or assets to OI Group the Company or any of its Restricted SubsidiariesSubsidiary. However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness, Credit Facilities, charter documents and shareholder agreements Indebtedness as in effect on as of the Issue Datedate hereof, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, ; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, restrictive in the aggregate with respect to such dividend and other payment restrictions than those contained in such the agreements governing Existing Indebtedness, Credit Facilities, charter documents and shareholders agreements Indebtedness as in effect on the Issue Datedate hereof; (2) the Credit Agreement as in effect as of the date hereof, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive in the aggregate with respect to such dividend and other payment restrictions than those contained in the Credit Agreement as in effect on the date hereof; (3) this Indenture, the Notes, the Collateral Documents, the Offshore Collateral Documents Indenture and the Guarantees of the Notes; (34) applicable law, including, for the avoidance of doubt, any applicable rule, regulation or order; (45) any instrument governing Indebtedness or Capital Stock of a Person acquired by OI Group the Company or any of its Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, ; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (56) customary non-assignment provisions in contracts, licenses or leases entered into in the ordinary course of business and consistent with past practices; (6) purchase money obligations, including Capital Lease Obligations and obligations under mortgages, for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of the first paragraph of this Section 4.15; (7) any agreement for the sale or other disposition of a Restricted Subsidiary of OI Group that restricts any of the foregoing distributions by that Restricted Subsidiary pending its sale or other disposition; (8) Permitted restrictions on the transfer of property subject to mortgages, purchase money obligations or Financing Lease Obligations otherwise permitted by clause (5) of Section 4.10; (9) permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, restrictive in the aggregate than those contained in the agreements governing the Indebtedness being refinanced; and; (910) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness permitted to be incurred under Section 4.11 that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing contained Liens; (11) provisions limiting the disposition or distribution of assets or property in this Section 4.15 shall prevent OI Group or joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Subsidiary Permitted Investment) entered into with the approval of OI Group from entering into any agreement the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (x12) permitting or providing for the incurrence of Liens otherwise permitted by Section 4.14 or (y) restricting the sale restrictions on cash or other disposition deposits or net worth imposed by customers under contracts entered into in the ordinary course of property securing Indebtednessbusiness; (13) agreements governing other Indebtedness permitted to be incurred under the provisions of Section 4.10 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein will not materially affect the Company’s ability to make anticipated principal or interest payments on the Notes (as determined in good faith by senior management or the Board of Directors of the Company); and (14) any Lien or restriction on a Securitization Subsidiary that, in the good faith judgment of senior management or the Board of Directors of the Company, is reasonably required in connection therewith; provided, however, that such restrictions only apply to Securitization Subsidiaries.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall (a) The Company will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to OI Group the Company or any of its Restricted SubsidiariesSubsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to OI Group the Company or any of its Restricted SubsidiariesSubsidiary; (2) make loans or advances to OI Group the Company or any of its Restricted SubsidiariesSubsidiary; or (3) sell, lease or transfer any of its properties or assets to OI Group the Company or any Restricted Subsidiary, provided that (x) the priority of its any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill period to) loans or advances made to the Company or any Restricted Subsidiaries. HoweverSubsidiary to other Indebtedness incurred by the Company or any Restricted Subsidiary, the preceding shall not be deemed to constitute such an encumbrance or restriction. (b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Indebtedness (including Existing Indebtedness, Credit Facilities), charter documents and shareholder agreements agreement as in effect on the Issue Date, Date and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictivenot materially less favorable to the Holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders those agreements as in effect on the Issue DateDate (as determined in good faith by the Company); (2) this Indenture, the NotesNotes and the Note Guarantees; (3) agreements governing other Indebtedness permitted to be incurred under Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein are not materially less favorable to the Holders of the Notes than is customary in comparable financings (as determined in good faith by the Company) and the Company determines at the time of the incurrence of such Indebtedness that such encumbrances or restrictions will not adversely effect, in any material respect, the Collateral Documents, the Offshore Collateral Documents and the Guarantees of Company’s ability to make principal or interest payments on the Notes; (34) applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit; (45) any instrument governing Indebtedness or Capital Stock of a Person acquired by OI Group the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, ; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (56) customary non-assignment and similar provisions in contracts, leases and licenses entered into in the ordinary course of business and consistent with past practicesbusiness; (67) purchase money obligations, including Capital Lease Obligations and obligations under mortgages, for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3Section 4.08(a)(3) of the first paragraph of this Section 4.15hereof; (7) 8) any agreement for the sale or other disposition of the Capital Stock or all or substantially all of the property and assets of a Restricted Subsidiary of OI Group that restricts any of the foregoing distributions by that Restricted Subsidiary pending its sale or other disposition; (8) 9) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and; (910) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness permitted to be incurred under Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing Liens; (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (12) restrictions on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (13) any customary Productive Asset Leases for Vessels and other assets used in the ordinary course of our business; provided that such encumbrance or restriction only extends to the Vessel or other asset financed in such Productive Asset Lease; (14) any Restricted Investment not prohibited by Section 4.07 hereof and any Permitted Investment; (15) any encumbrance or restriction existing with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person other than such Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary; provided that the encumbrances or restrictions are customary for the business of such Unrestricted Subsidiary and would not, at the time agreed to, be expected (as determined in good faith by the Company) to affect the ability of the Company and the Guarantors to make payments under the Notes, this Indenture and the Note Guarantees; (16) customary encumbrances or restrictions contained in agreements in connection with Hedging Obligations permitted under this Indenture; and (17) any encumbrance or restriction existing under any agreement that extends, renews, refinances, replaces, amends, modifies, restates or supplements the agreements containing the encumbrances or restrictions in Section 4.08(b)(1) through Section 4.08(b)(16) hereof, or in this Section 4.15 shall prevent OI Group 4.08(b)(17); provided that the terms and conditions of any such encumbrances or a Restricted Subsidiary of OI Group from entering into restrictions are no more restrictive in any material respect than those under or pursuant to the agreement (x) permitting so extended, renewed, refinanced, replaced, amended, modified, restated or providing for the incurrence of Liens otherwise permitted by Section 4.14 or (y) restricting the sale or other disposition of property securing Indebtednesssupplemented.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall (a) The Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to OI Group the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to OI Group the Company or any of its Restricted Subsidiaries; provided that the priority that any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends, distributions or liquidating distributions before dividends, distributions or liquidating distributions are paid in respect of common stock of such Restricted Subsidiary shall not constitute a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this Section 4.08; (2) make loans or advances to OI Group the Company or any of its Restricted SubsidiariesSubsidiaries (it being understood that the subordination of loans or advances made to the Company or any of its Restricted Subsidiaries to other Indebtedness incurred by the Company or any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties or assets to OI Group the Company or any of its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness, Indebtedness as in effect on the Issue Date and the Credit Facilities, charter documents and shareholder agreements Agreement as in effect on the Issue Date, and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the encumbrances or restrictions contained in the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not in the good faith judgment of an Officer of the Company materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders those agreements as in effect on the Issue Date; (2) this Indenture, the NotesNotes and the Note Guarantees, or the Concurrent Notes Indenture, the Collateral DocumentsConcurrent Notes and the related guarantees; (3) agreements governing other Indebtedness permitted to be incurred under the provisions of Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained therein are, in the reasonable good faith judgment of an Officer of the Company, either (a) not materially more restrictive, taken as a whole, than those contained in this Indenture, the Offshore Collateral Documents Notes and the Note Guarantees with respect to the Notes or the Credit Agreement as in effect on the Issue Date or (b) not reasonably likely to have a material adverse effect on the ability of the Company to make required payments on the Notes; (34) applicable law, rule, regulation or order; (45) any instrument governing Indebtedness or Capital Stock of a Person acquired by OI Group the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of an Officer of the Company, no more restrictive, taken as a whole, than those in effect on the date of the acquisition; provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (56) customary non-assignment provisions in leases Hydrocarbon purchase and sale or exchange agreements or similar operational agreements or in licenses, easements or leases, in each case, entered into in the ordinary course of business and consistent with past practicesbusiness; (67) purchase money obligations, including Capital Lease Obligations and obligations under mortgages, for property acquired in the ordinary course of business and Finance Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3) of the first paragraph of this Section 4.154.08(a); (7) 8) any agreement for the sale or other disposition of a Restricted Subsidiary of OI Group that restricts any of the foregoing distributions by that Restricted Subsidiary pending its sale or other disposition; (8) 9) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no are, in the reasonable good faith judgment of an Officer of the Company, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and; (910) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness permitted to be incurred under the provisions of Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing contained Liens; (11) provisions limiting the disposition or distribution of assets or property in this Section 4.15 shall prevent OI Group joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (12) encumbrances or restrictions applicable only to a Restricted Subsidiary that is not a Domestic Subsidiary; (13) encumbrances or restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of OI Group from entering business; (14) customary encumbrances and restrictions contained in agreements of the types described in the definition of Permitted Business Investments; (15) agreements governing Hedging Obligations incurred in the ordinary course of business; (16) any encumbrance or restriction with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted Subsidiary is a party to or entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary and any agreement such encumbrance or restriction does not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property of such Unrestricted Subsidiary; (x17) permitting customary provisions contained in leases, sub-leases, licenses, sub-licenses, Equity Interests or providing for the incurrence of Liens otherwise permitted by Section 4.14 similar agreements, including with respect to intellectual property and other agreements; (18) restrictions or (y) restricting the conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other disposition agreement to which the Company or any Restricted Subsidiary is a party entered into in the ordinary course of business or consistent with industry practice; provided that such agreement prohibits the encumbrance of solely the property securing Indebtednessor assets of the Company or such Restricted Subsidiary that are subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Company or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary; (19) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary; (20) customary provisions restricting assignment of any agreement; and (21) restrictions arising in connection with cash or other deposits permitted under Section 4.12. In each case set forth above, notwithstanding any stated limitation on the assets or property that may be subject to such encumbrance or restriction, an encumbrance or restriction on a specified asset or property or group or type of assets or property may also apply to all improvements, additions, repairs, attachments or accessions thereto, assets and property affixed or appurtenant thereto, parts, replacements and substitutions therefor, and all products and proceeds thereof, including dividends, distributions, interest and increases in respect thereof.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall (a) The Parent will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to OI Group the Parent or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness or other obligations owed to OI Group the Parent or any of its Restricted Subsidiaries; provided that the priority that any series of preferred stock of a Restricted Subsidiary has in receiving dividends or liquidating distributions before dividends or liquidating distributions are paid in respect of common stock of such Restricted Subsidiary shall not constitute a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this Section 4.08, provided that the terms of such preferred stock do not expressly restrict the ability of such Restricted Subsidiary to pay dividends or make distributions on its Capital Stock; (2) make loans or advances to OI Group the Parent or any of its Restricted SubsidiariesSubsidiaries (it being understood that the subordination of loans or advances made to the Parent or any of its Restricted Subsidiaries to other Indebtedness incurred by the Parent or any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to make loans or advances); or (3) transfer any of its properties or assets to OI Group the Parent or any of its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness, Credit Facilities, charter documents and shareholder agreements as in effect on the Issue Date, date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements or the Indebtedness to which they relate, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend dividend, distribution and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders those agreements as in effect on the Issue Datedate of this Indenture; (2) this Indenture, the Notes, the Collateral Documents, the Offshore Collateral Documents Notes and the Guarantees of the NotesNote Guarantees; (3) applicable law; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by OI Group the Parent or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was otherwise permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in equipment or other licenses, easements, leases or similar instruments, in each case entered into in the ordinary course of business and consistent with past practices; (6) Capital Lease Obligations, mortgage financings or purchase money obligations, including Capital Lease Obligations and obligations under mortgages, in each case for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (3) of the first paragraph of this Section 4.15preceding paragraph; (7) any agreement for the sale or other disposition of a Restricted Subsidiary of OI Group the Parent that restricts any of the foregoing distributions by that Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and; (9) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing Liens; (10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business, which limitations are applicable only to the assets or property that is the subject of such agreements; (11) any agreement or instrument relating to any property or assets acquired after the date of this Indenture, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions; (12) Hedging Contracts permitted from time to time under this Indenture; (13) restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (14) with respect to any Foreign Subsidiary, any encumbrance or restriction contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was incurred if either (a) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant in such Indebtedness or agreement or (b) the Parent determines that any such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes, as determined in good faith by the Board of Directors of the Parent, whose determination shall be conclusive; and (15) any other agreement governing Indebtedness of the Issuers or any Guarantor that is permitted to be incurred under Section 4.09; provided, however, that such encumbrances or restrictions are not materially more restrictive, taken as a whole, than those contained in this Section 4.15 shall prevent OI Group Indenture or a Restricted Subsidiary the Credit Agreement as in effect on the date of OI Group from entering into any agreement (x) permitting or providing for the incurrence of Liens otherwise permitted by Section 4.14 or (y) restricting the sale or other disposition of property securing Indebtednessthis Indenture.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall (a) The Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1i) pay dividends or make any other distributions on its Capital Stock to OI Group the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to OI Group or any of its Restricted Subsidiaries; (2) make loans or advances to OI Group the Company or any of its Restricted Subsidiaries; provided that the priority that any series of preferred stock of a Restricted Subsidiary has in receiving dividends, distributions or liquidating distributions before dividends, distributions or liquidating distributions are paid in respect of Common Stock of such Restricted Subsidiary shall not constitute a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this Section 4.08; (ii) make loans or advances to the Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Company or any of its Restricted Subsidiaries to other Indebtedness incurred by the Company or any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to make loans or advances); or (3iii) sell, lease or transfer any of its properties or assets to OI Group the Company or any of its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1i) agreements governing Existing Indebtedness, Indebtedness and Credit Facilities, charter documents and shareholder agreements Facilities as in effect on the Issue Date, date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders those agreements as in effect on the Issue Datedate of this Indenture; (2ii) this Indenture, the Notes, the Collateral DocumentsNote Guarantees, the Offshore Collateral Documents and the Guarantees of the NotesSecurity Documents; (3iii) agreements governing other Indebtedness permitted to be incurred by the Company or any Guarantor under Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained therein are not, in the reasonable good faith judgment of the Chief Executive Officer and the Chief Financial Officer of the Company, materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees; (iv) applicable law, rule, regulation or order; (4v) any instrument governing Indebtedness or Capital Stock of a Person acquired by OI Group the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets or Subsidiaries of the Person, so acquiredacquired (plus improvements and accessions to, such property or proceeds or distributions thereof) and any amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings thereof; provided thatthat the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of the Company, no more restrictive, taken as a whole, than those in effect on the date of the acquisition; provided, further, that in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5vi) customary non-assignment provisions in leases contracts and licenses entered into in the ordinary course of business and consistent with past practicesbusiness; (6vii) purchase money obligations, including Capital Lease Obligations obligations and obligations under mortgages, mortgage financings for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3iii) of the first paragraph of this Section 4.154.08(a) hereof; (7viii) any agreement for the sale or other disposition of a Restricted Subsidiary of OI Group that restricts any of the foregoing distributions by that Restricted Subsidiary pending its sale or other disposition; (8) ix) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and; (9x) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing contained Liens; (xi) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (xii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (xiii) any agreement or instrument relating to any property or assets acquired after the date of this Section 4.15 shall prevent OI Group Indenture, so long as such encumbrance or restriction relates only to the property or assets so acquired (plus improvements and accessions to, such property or proceeds or distributions thereof) and is not and was not created in anticipation of such acquisition; and (xiv) existing under, by reason of or with respect to provisions with respect to any Indebtedness incurred by a Restricted Subsidiary of OI Group from entering into in compliance with Section 4.09 hereof, or any agreement pursuant to which such Indebtedness is issued, if the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (xas determined by the Board of Directors of the Company) permitting and the Board of Directors of the Company determines that any such encumbrance or providing for restriction will not materially affect the incurrence of Liens otherwise permitted by Section 4.14 Company’s ability to pay interest or (y) restricting principal on the sale or other disposition of property securing IndebtednessNotes.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall (a) The Issuer and Wind will not, and shall Wind will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of (1) Wind to make payments to, or make loans or advances to, the Issuer or (2) any such Restricted Subsidiary of Wind to: (1i) pay dividends or make any other distributions on its Capital Stock to OI Group Wind or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to OI Group Wind or any of its Restricted Subsidiaries; (2ii) make loans or advances to OI Group Wind or any of its Restricted Subsidiaries; or (3iii) sell, lease or transfer any of its properties or assets to OI Group Wind or any of its Restricted Subsidiaries. . (b) However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason ofof or with respect to: (1i) agreements and instruments (including agreements or instruments governing Existing Indebtedness, Indebtedness and Credit Facilities, charter documents and shareholder agreements Facilities (including the Priority Agreement)) as in effect on the Issue Date, date of this Indenture and any amendments, modificationsextensions, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, extensions, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents agreements and shareholders agreements as in effect instruments on the Issue Datedate of this Indenture; (2ii) this Indenture, Indenture and the Notes, the Collateral Documents, Note Guarantees and the Offshore Collateral Security Documents and any amendments, extensions, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the Guarantees amendments, extensions, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements and instruments on the date of the Notesthis Indenture; (3iii) applicable law, rule, regulation, or order or governmental license, permit or concession with respect to the operation of a Permitted Business; (4iv) any agreement or instrument (including agreement and instruments governing Indebtedness Indebtedness) or Capital Stock of a Person or assets acquired by OI Group Wind or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquiredacquired and any amendments, extensions, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, extensions, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the corresponding agreement on the date of such acquisition; provided further that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5v) customary non-assignment provisions in leases leases, contracts and licenses entered into by Wind and its Restricted Subsidiaries in the ordinary course of business and consistent with past practicesbusiness; (6vi) purchase money obligations, including Capital Lease Obligations and obligations under mortgages, for property acquired in the ordinary course of business business, Capital Lease Obligations and mortgage financings that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3) of the first paragraph of this Section 4.154.08(a)(iii); (7vii) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary of OI Group Wind (including by way of merger, consolidation, amalgamation or combination) that restricts any the disposition of such Equity Interests, property or assets pending the foregoing by that Restricted Subsidiary pending its sale or other disposition; (8) viii) any agreement or instrument relating to Indebtedness permitted to be incurred after the Issue Date under Section 4.09 if the restriction and encumbrances contained in the relevant agreements governing such Indebtedness are (a) either (1) no more restrictive or (2) not materially less favorable to the Holders of the Notes, taken as a whole and determined in good faith by the Board of Directors of Wind, than the dividends and other payment restrictions contained in the Credit Agreement and the Priority Agreement, in each case, as in effect on the Issue Date, and (b) either (1) the final Stated Maturity of the Indebtedness is prior to the final Stated Maturity of the Notes or (2) such Indebtedness permits principal payments to be made to the Issuer to fund the repayment of the Notes at final Stated Maturity; (ix) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and; (9x) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness permitted to be incurred under the provisions of Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing contained Liens; (xi) provisions limiting the disposition or distribution of assets, property or Equity Interests in this Section 4.15 shall prevent OI Group joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of Wind’s Board of Directors, which limitation is applicable only to the assets, property or a Restricted Subsidiary Equity Interests that are the subject of OI Group from entering into any agreement such agreements; (xxii) permitting or providing for the incurrence of Liens otherwise permitted by Section 4.14 or (y) restricting the sale restrictions on cash or other disposition deposits or net worth imposed by customers under contracts entered into by Wind and its Restricted Subsidiaries in the ordinary course of property securing Indebtednessbusiness; and (xiii) restrictions effected in connection with a Qualified Receivables Financing that, in the good faith determination of an Officer or the Board of Directors of Wind, are necessary or advisable to effect such Qualified Receivables Financing.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall (a) The Company will not, and shall will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or permit otherwise cause to exist come into existence or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions distribution on its Capital Stock to OI Group the Company or any Restricted Subsidiary (it being understood that the priority of its Restricted Subsidiaries, any Preferred Stock in receiving dividends or with respect liquidating distributions prior to any other interest dividends or participation in, liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to pay dividends or measured by, its profits, or pay any indebtedness owed to OI Group or any of its Restricted Subsidiaries;make distributions on Capital Stock), (2) pay any Indebtedness owed to the Company or any other Restricted Subsidiary (it being understood that the subordination of Indebtedness owed to the Company or any Restricted Subsidiary to other Indebtedness owed by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to pay such Indebtedness), (3) make loans or advances to OI Group the Company or any other Restricted Subsidiary (it being understood that the subordination of its loans or advances made by the Company or any Restricted Subsidiaries; Subsidiary to other Indebtedness incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances), or (34) transfer any of its properties or assets to OI Group the Company or any of its other Restricted Subsidiaries. Subsidiary. (b) However, the preceding restrictions shall Section 4.13(a) will not apply to encumbrances prohibit any encumbrance or restrictions restriction created, existing or becoming effective under or by reason of: (1) agreements any agreement (including the Senior Credit Agreement, the indentures governing the Existing Indebtedness, Credit Facilities, charter documents Senior Notes and shareholder agreements as in effect on the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders agreements as this Indenture) in effect on the Issue Date; (2) this Indentureany agreement or instrument with respect to a Restricted Subsidiary that is not a Restricted Subsidiary on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary and, other than in connection with Permitted Acquisition Indebtedness, that was not incurred in contemplation of the acquisition, merger or consolidation transaction; provided that such encumbrances and restrictions are not applicable to, or to the properties or assets of, the Notes, the Collateral Documents, the Offshore Collateral Documents and the Guarantees of the NotesCompany or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; (3) applicable law; (4) any agreement or instrument governing Indebtedness any Acquired Debt or Capital Stock other agreement of a Person any entity merged into or consolidated with, or the assets of which are acquired by OI Group by, the Company or any of its Restricted Subsidiaries Subsidiary, so long as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred encumbrance or restriction, other than in connection with or Permitted Acquisition Indebtedness, was not incurred in contemplation of such the acquisition), which encumbrance merger or restriction consolidation transaction, and is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets or subsidiaries of the Person, so acquired, provided that, in so long as the case of Indebtedness, agreement containing such Indebtedness was permitted by the terms restriction does not violate any other provision of this Indenture to be incurredIndenture; (4) any applicable law or any requirement of any regulatory body; (5) customary restrictions and conditions contained in the security documents evidencing any Liens securing obligations or Indebtedness or agreements relating to Finance Lease Obligations (provided that such Liens are otherwise permitted to be incurred under the provisions of Section 4.10 and such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 4.13) that limit the right of the debtor or lessee to dispose of the assets subject to such Liens; (6) provisions restricting subletting or assignment of any lease governing a leasehold interest (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties) of the Company or any Restricted Subsidiary, or restrictions in licenses (including licenses of intellectual property) relating to the property covered thereby, or other encumbrances or restrictions in agreements or instruments relating to specific assets or property that restrict generally the transfers of such assets or property; provided that such encumbrances or restrictions do not, in the good faith judgment of the Company, materially impact the ability of the Company to make payments on the Notes when due as required by the terms of this Indenture; (7) agreements with respect to asset sales, including the sale or other disposition of all or substantially all the Capital Stock of a Restricted Subsidiary, permitted to be made under the provisions of Section 4.11 that limit the transfer of such assets or assets of such Restricted Subsidiary (or distribution on such Capital Stock) pending the closing of such sale; (8) shareholders’, partnership, joint venture and similar agreements entered into in the ordinary course of business; provided that such encumbrances or restrictions do not apply to any Restricted Subsidiaries other than the applicable company, partnership, joint venture or other entity; (9) cash, Cash Equivalents or other deposits, or net worth requirements or similar requirements, imposed by suppliers, landlords or customers under contracts entered into in the ordinary course of business; (10) any Credit Facility or agreement governing Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under the provisions of Section 4.07; provided that either (a) such encumbrances or restrictions are not materially more restrictive, taken as a whole, as determined by the Company in good faith, than those contained in the Senior Credit Agreement or in the indentures governing the Existing Senior Notes or in this Indenture as in effect on the Issue Date, or (b) such encumbrances or restrictions do not, in the good faith judgment of the Company, materially impact the ability of the Company to make payments on the Notes when due as required by the terms of this Indenture; (11) restrictions of the nature described in clause (4) of Section 4.13(a) by reason of customary non-assignment provisions in Hydrocarbon purchase or sale or exchange contracts, agreements, licenses and leases entered into in the ordinary course of business and consistent with past practicesbusiness; (6) purchase money obligations, including Capital Lease Obligations and obligations under mortgages, for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of the first paragraph of this Section 4.15; (7) any agreement for the sale or other disposition of a Restricted Subsidiary of OI Group that restricts any of the foregoing by that Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and (9) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing contained in this Section 4.15 shall prevent OI Group or a Restricted Subsidiary of OI Group from entering into any agreement (x) permitting or providing for the incurrence of Liens otherwise permitted by Section 4.14 or (y) restricting the sale or other disposition of property securing Indebtedness.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall (a) The Issuers will not, and shall will not permit any of its their Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (1i) pay dividends or make any other distributions on to either Issuer or any of their Restricted Subsidiaries with respect to its Capital Stock to OI Group or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or ; (ii) pay any indebtedness Indebtedness owed to OI Group the Issuers or any of its their Restricted Subsidiaries; (2iii) make any loans or advances to OI Group the Issuers or any of its their Restricted Subsidiaries; or (3iv) sell, lease or transfer any of its properties or assets to OI Group the Issuers or any of its their Restricted Subsidiaries. However, the preceding restrictions shall . (b) The provisions of paragraph (a) do not apply to any encumbrances or restrictions existing under or by reason of: (1) (A) any agreements in effect on the Issue Date (including agreements governing Existing Indebtedness, Credit Facilities, charter documents and shareholder agreements existing Indebtedness as in effect on the Issue Date), and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, ; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the agreements governing such Existing Indebtedness, Credit Facilities, charter documents and shareholders agreements Indebtedness as in effect on the Issue Date; and (B) provisions in agreements governing secured Indebtedness permitted by this Indenture (including without limitation any Permitted Inventory Facility, Permitted Term Receivables Facility, Permitted Securitization, Permitted Warehouse Facility, Permitted Credit Facility or Permitted Residual Funding Facility) that limit the right of the debtor thereunder to dispose of the assets securing such Indebtedness; (2) this Indenture, the Notes, the Collateral Indenture Documents, the Offshore Collateral Documents and the Guarantees of the Notes; (3) applicable lawlaw and any applicable rule, regulation or order; (4) customary non-assignment provisions in leases, licenses or other agreements entered into in the ordinary course of business; (5) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on property purchased or leased of the nature described in clause (iv) of subsection (a) above on the property so acquired; (6) any instrument governing Indebtedness agreement for the sale or other disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition thereof; (7) any agreement or other instrument of a Person acquired by OI Group the Issuers or any of its Restricted Subsidiaries as Subsidiary in effect existence at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (58) Liens that limit the right of Issuers or any of their Subsidiaries to dispose of the asset or assets subject to such Lien; (9) customary non-assignment provisions limiting the disposition or distribution of assets or property in leases partnership, joint venture, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business and consistent with past practicesbusiness, which limitation is applicable only to the assets that are the subject of such agreements; (610) purchase money obligations, including Capital Lease Obligations and obligations under mortgages, for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of the first paragraph of this Section 4.15; (7) any agreement for the sale or other disposition of a Restricted Subsidiary of OI Group that restricts any of the foregoing by that Restricted Subsidiary pending its sale or other disposition; (8) agreements governing Permitted Refinancing IndebtednessDebt, provided that the such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and; (911) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) the requirements of any Indebtedness applicable to any Special Purpose Subsidiary formed or used for any Permitted Securitization, Permitted Warehouse Facility, Permitted Residual Funding Facility or Permitted Term Receivables Facility and any Permitted Recourse Obligations with respect thereto; (13) Liens or Investment Grade Permitted Liens securing Indebtedness permitted under Section 4.06 that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing contained Liens; (14) provisions limiting the disposition or distribution of assets or property in this Section 4.15 shall prevent OI Group or joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, licenses, sublicenses, leases, subleases and other similar agreements (including agreements entered into in connection with a Restricted Subsidiary Investment) entered into in the ordinary course of OI Group from entering into any agreement business; and (x15) permitting restrictions under customary provisions in partnership agreements, limited liability company organizational or providing for governance documents, joint venture agreements, corporate charters, stockholders’ agreements and other similar agreements and documents on the incurrence transfer of Liens otherwise permitted by Section 4.14 ownership interests in such partnership, limited liability company, joint venture or (y) restricting the sale or other disposition of property securing Indebtednesssimilar Person.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall (a) The Issuer will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to OI Group the Issuer or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to OI Group the Issuer or any of its Restricted Subsidiaries; provided that (i) the priority that any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends or liquidating distributions before dividends or liquidating distributions are paid in respect of common stock of such Restricted Subsidiary shall not constitute a restriction on the ability to pay or make dividends or distributions on Capital Stock for purposes of this Section 4.08 and (ii) the subordination of Indebtedness owed to the Issuer or any Restricted Subsidiary to other Indebtedness incurred by any Restricted Subsidiary shall not be deemed a restriction on the ability to pay Indebtedness; (2) make loans or advances to OI Group the Issuer or any of its Restricted SubsidiariesSubsidiaries (it being understood that the subordination of loans or advances made to the Issuer or any Restricted Subsidiary to other Indebtedness incurred by the Issuer or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties or assets to OI Group the Issuer or any of its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness, Indebtedness and the Credit Facilities, charter documents and shareholder agreements Agreement as in effect on the Issue Date, Date and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that the encumbrances or restrictions contained in such amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders those agreements as in effect on the Issue Date, as determined in good faith by the Issuer; (2) this Indenture, the Notes, the Collateral Documents, the Offshore Collateral Documents Notes and the Guarantees of the NotesGuarantees; (3) applicable lawagreements governing other Indebtedness permitted to be incurred under the provisions of Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained therein are not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Guarantees or the Credit Agreement as in effect on the Issue Date, as determined in good faith by the Issuer; (4) applicable law, rule, regulation, order, approval, license, permit or similar restriction; (5) any instrument governing Indebtedness or Capital Stock or other agreement of a Person acquired (including by OI Group merger or consolidation), or the assets of which are acquired, by the Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock or other agreement was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, ; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (56) customary non-assignment provisions in leases Hydrocarbon purchase and sale or exchange agreements or similar operational agreements or in licenses, easements or leases, in each case, entered into in the ordinary course of business and consistent with past practicesbusiness; (67) purchase money obligations, including Capital Lease Obligations and obligations under mortgages, for property acquired in the ordinary course of business and Finance Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3) of the first paragraph of this Section 4.154.08(a); (7) 8) any agreement for the sale or other disposition of a Restricted Subsidiary of OI Group that restricts any of the foregoing distributions by that Restricted Subsidiary pending its sale or other disposition; (8) 9) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and, as determined in good faith by the Issuer; (910) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness permitted to be incurred under the provisions of Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing contained Liens; (11) provisions limiting the disposition or distribution of assets or property in this Section 4.15 shall prevent OI Group joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, shareholders’ agreements, partnership agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the approval of the Board of Directors of the Issuer or in the ordinary course of business, which limitation is applicable only to the assets or property that is the subject of such agreements; (12) any agreement or instrument relating to any property or assets acquired after the Issue Date, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisition; (13) encumbrances or restrictions on cash, Cash Equivalents or other deposits or net worth requirements imposed by customers or lessors under contracts or leases entered into in the ordinary course of business; (14) any Preferred Stock issued by a Restricted Subsidiary of OI Group from entering into the Issuer; provided that issuance of such Preferred Stock is permitted pursuant to Section 4.09 and the terms of such Preferred Stock do not expressly restrict the ability of a Restricted Subsidiary of the Issuer to pay dividends or make any other distributions on its Equity Interests (other than requirements to pay dividends or liquidation preferences on such Preferred Stock prior to paying any dividends or making any other distributions on such other Equity Interests); (15) any encumbrance or restriction contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was incurred if (x) permitting either (a) the encumbrance or providing for restriction applies only in the incurrence event of Liens otherwise permitted a payment default or a default with respect to a financial covenant in such Indebtedness or agreement or (b) any such encumbrance or restriction will not materially affect the Issuer’s ability to make principal or interest payments on the Notes, as determined in good faith by Section 4.14 or the Issuer and (y) restricting the sale encumbrance or other disposition restriction is not materially more disadvantageous to the Holders than is customary in comparable financings or agreements, as determined in good faith by the Issuer; (16) Hedging Obligations permitted from time to time under this Indenture; (17) encumbrances and restrictions contained in contracts entered into in the ordinary course of business, not relating to any Indebtedness, and that do not, taken as a whole, detract from the value of, or from the ability of the Issuer and its Restricted Subsidiaries to realize the value of, property securing Indebtednessor assets of the Issuer or any Restricted Subsidiary in any manner material to the Issuer or any Restricted Subsidiary, as determined in good faith by the Issuer; provided that such encumbrances or restrictions will not materially affect the Issuer’s ability to make principal or interest payments on the Notes, as determined in good faith by the Issuer; (18) customary encumbrances and restrictions contained in agreements of the types described in the definition of “Permitted Business Investments”; or (19) any Permitted Investment. In each case set forth above, notwithstanding any stated limitation on the assets or property that may be subject to such encumbrance or restriction, an encumbrance or restriction on a specified asset or property or group or type of assets or property may also apply to all improvements, additions, accessions and contractual rights relating primarily thereto and all proceeds thereof (including dividends, distributions and increases in respect thereof).

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group (a) The Issuer shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1i) pay dividends or make any other distributions on its Capital Stock to OI Group the Issuer or any of its Restricted SubsidiariesSubsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to OI Group the Issuer or any of its Restricted SubsidiariesSubsidiary; (2ii) make loans or advances to OI Group the Issuer or any of its Restricted SubsidiariesSubsidiary; or (3iii) sell, lease or transfer any of its properties or assets to OI Group the Issuer or any Restricted Subsidiary; provided that (x) the priority of its any preferred stock or preference shares in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock or ordinary shares, (y) the subordination of (including the application of any standstill period to) loans or advances made to the Issuer or any Restricted Subsidiaries. HoweverSubsidiary to other Indebtedness incurred by the Issuer or any Restricted Subsidiary and (z) the provisions contained in documentation governing or relating to Indebtedness requiring transactions between or among the Issuer and any Restricted Subsidiary or between or among any Restricted Subsidiaries to be on fair and reasonable terms or on an arm’s-length basis, the preceding restrictions in each case, shall not be deemed to constitute such an encumbrance or restriction. (b) The provisions of ‎‎Section 4.16(a) above shall not apply to encumbrances or restrictions existing under or by reason of: (1i) agreements or instruments governing or relating to Existing IndebtednessIndebtedness (including pursuant to the ARCA, Credit Facilitiesthe Existing Notes, charter documents the ECA Facilities and shareholder agreements as in effect on the Issue DateLiquidity Facility and the related documentation, and including certain perpetual licenses (and any sublicenses thereunder) with respect to certain intellectual property granted by certain subsidiaries of the Issuer to the Issuer) and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictivenot materially less favorable, taken as a whole, to the Holder with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders those agreements as in effect or instruments on the Issue DateDate (as determined in good faith by the Issuer); (2ii) this Indenturethe Note Documents; (iii) agreements or instruments governing or relating to other Indebtedness permitted to be incurred under ‎‎Section 4.06 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the Issuer determines at the time of the incurrence of such Indebtedness that such encumbrances or restrictions will not adversely affect, in any material respect, the Notes, the Collateral Documents, the Offshore Collateral Documents and the Guarantees of Issuer’s ability to make principal or interest payments on the Notes; (3iv) applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit; (4v) any agreement or instrument governing or relating to Indebtedness or Capital Stock of a Person acquired by OI Group the Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred other than any agreement or instrument entered into in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, ; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5vi) customary non-assignment and similar provisions in contracts, leases and licenses entered into in the ordinary course of business and consistent with past practicesbusiness; (6vii) purchase money obligations, including Capital Lease Obligations and obligations under mortgages, for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described set forth in clause (3‎‎Section 4.16(a)(iii) or any encumbrance or restriction pursuant to a joint venture agreement that imposes restrictions on the transfer of the first paragraph assets of this Section 4.15the joint venture; (7viii) any agreement for the sale or other disposition of the Capital Stock or all or substantially all of the property and assets of a Restricted Subsidiary of OI Group that restricts any of the foregoing distributions by that Restricted Subsidiary pending its sale or other disposition; (8) ix) Permitted Refinancing Indebtedness, ; provided that either (i) the restrictions contained in the agreements or instruments governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements or instruments governing the Indebtedness being refinanced; andrefinanced or (ii) the Issuer determines at the time of the incurrence of such Indebtedness that such encumbrances or restrictions will not adversely effect, in any material respect, the Issuer’s ability to make principal or interest payments on the Notes; (9x) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness permitted to be incurred under ‎‎Section 4.07 that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing contained Liens; (xi) provisions limiting the disposition or distribution of assets or property in this Section 4.15 shall prevent OI Group joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment or Permitted Investment) entered into with the approval of the Issuer’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (xii) restrictions on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (xiii) any customary Productive Asset Leases for Vessels and other assets used in the ordinary course of business; provided that such encumbrance or restriction only extends to the Vessel or other asset financed in such Productive Asset Lease; (xiv) any encumbrance or restriction existing with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of OI Group from entering into this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person other than such Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary; provided that the encumbrances or restrictions are customary for the business of such Unrestricted Subsidiary and would not, at the time agreed to, be expected to affect the ability of the Issuer and the Guarantors to make payments under the Notes, the Note Guarantees and this Indenture, as the case may be; (xv) customary encumbrances or restrictions contained in agreements in connection with Hedging Obligations permitted under this Indenture; (xvi) [reserved]; and (xvii) any encumbrance or restriction existing under any agreement (xthat extends, renews, refinances, replaces, amends, modifies, restates or supplements the agreements containing the encumbrances or restrictions in the foregoing clauses ‎‎(i) permitting through ‎‎(xvi), or providing for in this clause ‎‎(xvii); provided that the incurrence terms and conditions of Liens otherwise permitted by Section 4.14 any such encumbrances or (y) restricting restrictions are no more restrictive in any material respect than those under or pursuant to the sale agreement so extended, renewed, refinanced, replaced, amended, modified, restated or other disposition of property securing Indebtednesssupplemented.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall (a) The Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to OI Group the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to OI Group the Company or any of its Restricted Subsidiaries; provided that the priority that any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends, distributions or liquidating distributions before dividends, distributions or liquidating distributions are paid in respect of common stock of such Restricted Subsidiary shall not constitute a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this Section 4.08; (2) make loans or advances to OI Group the Company or any of its Restricted SubsidiariesSubsidiaries (it being understood that the subordination of loans or advances made to the Company or any of its Restricted Subsidiaries to other Indebtedness incurred by the Company or any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties or assets to OI Group the Company or any of its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness, Indebtedness as in effect on the Issue Date and the Credit Facilities, charter documents and shareholder agreements Agreement as in effect on the Issue Date, and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the encumbrances or restrictions contained in the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not in the good faith judgment of an Officer of the Company materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders those agreements as in effect on the Issue Date; (2) this Indenture, the NotesNotes and the Note Guarantees; (3) agreements governing other Indebtedness permitted to be incurred under the provisions of Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained therein are, in the reasonable good faith judgment of an Officer of the Company, either (a) not materially more restrictive, taken as a whole, than those contained in this Indenture, the Collateral Documents, the Offshore Collateral Documents Notes and the Note Guarantees with respect to the Notes or the Credit Agreement as in effect on the Issue Date or (b) not reasonably likely to have a material adverse effect on the ability of the Company to make required payments on the Notes; (34) applicable law, rule, regulation or order; (45) any instrument governing Indebtedness or Capital Stock of a Person acquired by OI Group the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of an Officer of the Company, no more restrictive, taken as a whole, than those in effect on the date of the acquisition; provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (56) customary non-assignment provisions in leases Hydrocarbon purchase and sale or exchange agreements or similar operational agreements or in licenses, easements or leases, in each case, entered into in the ordinary course of business and consistent with past practicesbusiness; (67) purchase money obligations, including Capital Lease Obligations and obligations under mortgages, for property acquired in the ordinary course of business and Finance Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3) of the first paragraph of this Section 4.154.08(a); (7) 8) any agreement for the sale or other disposition of a Restricted Subsidiary of OI Group that restricts any of the foregoing distributions by that Restricted Subsidiary pending its sale or other disposition; (8) 9) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no are, in the reasonable good faith judgment of an Officer of the Company, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and; (910) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness permitted to be incurred under the provisions of Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing contained Liens; (11) provisions limiting the disposition or distribution of assets or property in this Section 4.15 shall prevent OI Group joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (12) encumbrances or restrictions applicable only to a Restricted Subsidiary that is not a Domestic Subsidiary; (13) encumbrances or restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of OI Group from entering business; (14) customary encumbrances and restrictions contained in agreements of the types described in the definition of Permitted Business Investments; (15) agreements governing Hedging Obligations incurred in the ordinary course of business; (16) any encumbrance or restriction with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted Subsidiary is a party to or entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary and any agreement such encumbrance or restriction does not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property of such Unrestricted Subsidiary; (x17) permitting customary provisions contained in leases, sub-leases, licenses, sub-licenses, Equity Interests or providing for the incurrence of Liens otherwise permitted by Section 4.14 similar agreements, including with respect to intellectual property and other agreements; (18) restrictions or (y) restricting the conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other disposition agreement to which the Company or any Restricted Subsidiary is a party entered into in the ordinary course of business or consistent with industry practice; provided that such agreement prohibits the encumbrance of solely the property securing Indebtednessor assets of the Company or such Restricted Subsidiary that are subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Company or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary; (19) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary; (20) customary provisions restricting assignment of any agreement; and (21) restrictions arising in connection with cash or other deposits permitted under Section 4.12. In each case set forth above, notwithstanding any stated limitation on the assets or property that may be subject to such encumbrance or restriction, an encumbrance or restriction on a specified asset or property or group or type of assets or property may also apply to all improvements, additions, repairs, attachments or accessions thereto, assets and property affixed or appurtenant thereto, parts, replacements and substitutions therefor, and all products and proceeds thereof, including dividends, distributions, interest and increases in respect thereof.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall (a) The Company will not, and shall will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or permit otherwise cause to exist come into existence or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions distribution on its Capital Stock to OI Group the Company or any Restricted Subsidiary (it being understood that the priority of its Restricted Subsidiaries, any Preferred Stock in receiving dividends or with respect liquidating distributions prior to any other interest dividends or participation in, liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to pay dividends or measured by, its profits, or pay any indebtedness owed to OI Group or any of its Restricted Subsidiaries;make distributions on Capital Stock), (2) pay any Indebtedness owed to the Company or any other Restricted Subsidiary (it being understood that the subordination of Indebtedness owed to the Company or any Restricted Subsidiary to other Indebtedness owed by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to pay such Indebtedness), (3) make loans or advances to OI Group the Company or any other Restricted Subsidiary (it being understood that the subordination of its loans or advances made by the Company or any Restricted Subsidiaries; Subsidiary to other Indebtedness incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances), or (34) transfer any of its properties or assets to OI Group the Company or any of its other Restricted Subsidiaries. Subsidiary. (b) However, the preceding restrictions shall Section 4.13(a) will not apply to encumbrances prohibit any encumbrance or restrictions restriction created, existing or becoming effective under or by reason of: (1) agreements any agreement (including the Senior Credit Agreement, the indentures governing the Existing Indebtedness, Credit Facilities, charter documents Senior Notes and shareholder agreements as in effect on the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders agreements as this Indenture) in effect on the Issue Date; (2) this Indentureany agreement or instrument with respect to a Restricted Subsidiary that is not a Restricted Subsidiary on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; provided that such encumbrances and restrictions are not applicable to, or to the properties or assets of, the Notes, the Collateral Documents, the Offshore Collateral Documents and the Guarantees of the NotesCompany or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; (3) applicable law; (4) any agreement or instrument governing Indebtedness any Acquired Debt or Capital Stock other agreement of a Person any entity merged into or consolidated with, or the assets of which are acquired by OI Group by, the Company or any of its Restricted Subsidiaries Subsidiary, so long as in effect at the time of such acquisition encumbrance or restriction (except to the extent such Indebtedness A) was incurred in connection with or not entered into in contemplation of such the acquisition), which encumbrance merger or restriction consolidation transaction, and (B) is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets or subsidiaries of the Person, so acquired, provided that, in so long as the case of Indebtedness, agreement containing such Indebtedness was permitted by the terms restriction does not violate any other provision of this Indenture to be incurredIndenture; (4) any applicable law or any requirement of any regulatory body; (5) customary restrictions and conditions contained in the security documents evidencing any Liens securing obligations or Indebtedness or agreements relating to Capital Lease Obligations (provided that such Liens are otherwise permitted to be incurred under the provisions of Section 4.10 and such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 4.13) that limit the right of the debtor or lessee to dispose of the assets subject to such Liens; (6) provisions restricting subletting or assignment of any lease governing a leasehold interest (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties) of the Company or any Restricted Subsidiary, or restrictions in licenses (including licenses of intellectual property) relating to the property covered thereby, or other encumbrances or restrictions in agreements or instruments relating to specific assets or property that restrict generally the transfers of such assets or property; provided that such encumbrances or restrictions do not materially impact the ability of the Company to permit payments on the Notes when due as required by the terms of this Indenture; (7) agreements with respect to asset sales, including the sale or other disposition of all or substantially all the Capital Stock of a Restricted Subsidiary, permitted to be made under the provisions of Section 4.11 that limit the transfer of such assets or assets of such Restricted Subsidiary (or distribution on such Capital Stock) pending the closing of such sale; (8) shareholders’, partnership, joint venture and similar agreements entered into in the ordinary course of business; provided that such encumbrances or restrictions do not apply to any Restricted Subsidiaries other than the applicable company, partnership, joint venture or other entity; (9) cash, Cash Equivalents or other deposits, or net worth requirements or similar requirements, imposed by suppliers, landlords or customers under contracts entered into in the ordinary course of business; (10) any Credit Facility or agreement governing Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under the provisions of Section 4.07; provided that such encumbrances or restrictions are not materially more restrictive, taken as a whole, as determined by the Company in good faith, than those contained in the Senior Credit Agreement, in the indentures governing the Existing Senior Notes or in this Indenture as in effect on the Issue Date; (11) restrictions of the nature described in clause (4) of Section 4.13(a) by reason of customary non-assignment provisions in Hydrocarbon purchase or sale or exchange contracts, agreements, licenses and leases entered into in the ordinary course of business and consistent with past practicesbusiness; (612) purchase money obligationsCommodity Agreements, including Capital Lease Obligations and obligations Currency Agreements or Interest Rate Agreements permitted from time to time under mortgages, for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of the first paragraph of this Section 4.15Indenture; (713) any agreement for the sale or other disposition of Preferred Stock issued by a Restricted Subsidiary Subsidiary; provided that the issuance of OI Group that restricts any such Preferred Stock is permitted pursuant to Section 4.07 and the terms of such Preferred Stock do not expressly restrict the foregoing by that ability of such Restricted Subsidiary pending to pay dividends or make any other distributions on its sale Capital Stock (other than requirements to pay dividends or liquidation preferences on such Preferred Stock prior to paying any dividends or making any other dispositiondistributions on such other Capital Stock); (8) 14) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinancedRefinanced; (15) encumbrances and restrictions contained in contracts entered into in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of, or from the ability of the Company and the Restricted Subsidiaries to realize the value of, property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (916) Permitted Liens any agreement, amendment, modification, restatement, extension, renewal, supplement, refunding, replacement or Investment Grade Permitted Liens securing Indebtedness Refinancing that limit amends, modifies, restates, extends, renews, refunds, replaces or Refinances the right of agreements containing the debtor to dispose of encumbrances or restrictions in the assets subject to such Lien. Nothing contained foregoing clauses (1) through (15), or in this Section 4.15 shall prevent OI Group clause (16); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect taken as a Restricted Subsidiary of OI Group from entering into any whole, as determined by the Company in good faith, than those under or pursuant to the agreement (x) permitting so amended, modified, restated, extended, renewed, refunded, replaced or providing for the incurrence of Liens otherwise permitted by Section 4.14 or (y) restricting the sale or other disposition of property securing IndebtednessRefinanced.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall (a) The Borrower will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1i) pay dividends or make any other distributions on its Capital Stock Equity Interests to OI Group the Borrower or any of its the Borrower’s Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to OI Group the Borrower or any of its the Borrower’s Restricted Subsidiaries; (2ii) make loans or advances to OI Group the Borrower or any of its the Borrower’s Restricted Subsidiaries; or (3iii) transfer any of its properties or assets to OI Group the Borrower or any of its the Borrower’s Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 7.08(a) will not apply to encumbrances or restrictions existing under or by reason of: (1i) agreements governing Existing Indebtedness, Credit Facilities, charter documents Indebtedness and shareholder agreements any other agreement as in effect on the Issue Closing Date or the Debt Assumption Date, as applicable, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders agreements as in effect on the Issue Closing Date or the Debt Assumption Date, as applicable; (2ii) this IndentureAgreement, the Notes, the Collateral Documents, the Offshore Collateral Documents Loans and the Guarantees of the Notesrelated Guarantees; (3iii) applicable law, rule, regulation or administrative or court order; (4iv) any instrument governing Indebtedness or Capital Stock Equity Interests of a Person acquired by OI Group the Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred or Equity Interests were issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5v) customary non-assignment provisions in leases leases, licenses, contracts and other agreements entered into in the ordinary course of business and consistent with past practicesbusiness; (6vi) purchase money obligations, including Capital Lease Obligations and obligations under mortgages, for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired of the nature described in clause (3) of the first paragraph of this Section 4.157.08(a)(3); (7vii) any agreement for the sale or other disposition of all or substantially all of the Equity Interests or assets of a Restricted Subsidiary of OI Group that restricts any of the foregoing distributions by that such Restricted Subsidiary pending its the closing of such sale or other disposition; (8) viii) agreements governing Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no are, in the good faith judgment of the senior management or the Board of Directors of the Borrower, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and; (9ix) Permitted Liens or Investment Grade Permitted Liens any agreement creating a Lien securing Indebtedness that limit otherwise permitted to be incurred pursuant to the provisions of Section 7.12, to the extent limiting the right of the debtor Borrower or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien. Nothing ; (x) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business or with the approval of the Borrower’s Board of Directors; (xi) customary restrictions on a Receivables Subsidiary and Receivables Program Assets effected in connection with a Qualified Receivables Transaction; (xii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (xiii) in the case of the provision described in Section 7.08(a)(3): (a) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset or (b) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Borrower or any Restricted Subsidiary thereof in any manner material to the Borrower or any Restricted Subsidiary thereof; (xiv) existing under, by reason of or with respect to customary provisions contained in this Section 4.15 shall prevent OI Group leases or licenses of intellectual property and other agreements, in each case, entered into in the ordinary course of business; (xv) existing under, by reason of or with respect to Indebtedness of the Borrower or a Restricted Subsidiary of OI Group from entering into any agreement not prohibited to be incurred under this Agreement; provided that (xa) permitting such encumbrances or providing restrictions are customary for the incurrence type of Liens otherwise permitted Indebtedness being incurred and the jurisdiction of the obligor and (b) such encumbrances or restrictions will not affect in any material respect the Borrower’s or any Guarantor’s ability to make principal and interest payments on the Loans, as determined in good faith by the Borrower; (xvi) agreements governing Indebtedness incurred in compliance with Section 4.14 7.09(b)(4), provided that such encumbrances or restrictions apply only to assets financed with the proceeds of such Indebtedness; (yxvii) restricting any other agreement governing Indebtedness incurred after the sale Closing Date that contains encumbrances or other disposition restrictions that are, in the good faith judgment of property securing Indebtednessthe senior management or the Board of Directors of the Borrower, no more restrictive in any material respect taken as a whole than those encumbrances and other restrictions that are customary in comparable financings; and (xviii) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (17) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, not materially more restrictive as a whole with respect to such encumbrances or restrictions than prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall (a) The Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to OI Group the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to OI Group the Company or any of its Restricted Subsidiaries; provided that the priority that any series of preferred stock of a Restricted Subsidiary has in receiving dividends or liquidating distributions before dividends or liquidating distributions are paid in respect of common stock of such Restricted Subsidiary shall not constitute a restriction on the ability to pay dividends or make distributions on Capital Stock for purposes of this Section 4.08(a); (2) make loans or advances to OI Group the Company or any of its Restricted SubsidiariesSubsidiaries (it being understood that the subordination of loans or advances made to the Company or any such Restricted Subsidiary to other Indebtedness incurred by the Company or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances for purposes of this Section 4.08(a)); or (3) transfer any of its properties or assets to OI Group the Company or any of its Restricted Subsidiaries. . (b) However, the preceding restrictions shall in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness, Credit Facilities, charter documents and shareholder agreements or instruments as in effect on the Issue Date, Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewalsextensions, increases, supplements, refundings, replacements or refinancings are no of those agreements or the Indebtedness to which they relate, provided that the encumbrances or restrictions contained in any amendments, modifications, restatements, renewals, extensions, increases, supplements, refundings, replacements or refinancings are, in the reasonable good faith judgment of the Chief Financial Officer of the General Partner, not materially more restrictive, taken as a whole, with respect to such dividend dividend, distribution and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders those agreements as in effect on the Issue Date; (2) this Indenture, the Notes, the Collateral Documents, the Offshore Collateral Documents Notes and the Guarantees of the NotesNote Guarantees; (3) applicable law, rule, regulation, order, approval, license, permit or similar restriction; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by OI Group the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquiredacquired and any amendments, modifications, restatements, renewals, extensions, increases, supplements, refundings, replacements or refinancings thereof; provided that the encumbrances or restrictions contained in any amendments, modifications, restatements, renewals, extensions, increases, supplements, refundings, replacements or refinancings are, in the reasonable good faith judgment of the Chief Financial Officer of the General Partner, not materially more restrictive, taken as a whole, than those in effect on the date of the acquisition; provided, further, that, in the case of Indebtedness, the incurrence of such Indebtedness was permitted by the terms of this Indenture to be incurredIndenture; (5) customary non-assignment provisions in leases contracts or licenses, easements or leases, in each case, entered into in the ordinary course of business and consistent with past practicesbusiness; (6) mortgage financings, security agreements or purchase money obligations, including Capital Lease Obligations and obligations under mortgagesin each case, for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3) of the first paragraph of this Section 4.154.08(a); (7) any agreement for the sale or other disposition of the Equity Interests in, or all or substantially all of the properties or assets of, a Restricted Subsidiary of OI Group that restricts any of the foregoing distributions by that Restricted Subsidiary pending its the sale or other disposition; (8) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and; (9) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness permitted to be incurred under the provisions of Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing Liens; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including, but not limited to, agreements entered into in connection with a Restricted Investment) entered into in the ordinary course of business or entered into with the approval of the Company’s Board of Directors; (11) any agreement or instrument relating to any property or assets acquired after the Issue Date, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisition; (12) encumbrances or restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (13) the issuance of preferred stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such preferred stock is permitted pursuant to Section 4.09 and the terms of such preferred stock do not expressly restrict the ability of such Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such preferred stock prior to paying any dividends or making any other distributions on such other Capital Stock); (14) obligations under Hedging Contracts permitted from time to time under this Indenture; (15) any agreement or instrument relating to Indebtedness incurred or Capital Stock issued by any Restricted Subsidiary; provided that the encumbrances or restrictions contained in the agreements or instruments governing such Indebtedness or Capital Stock (a) apply only in the event of a payment default or a default with respect to a financial covenant in such agreement or instrument or (b) will not materially affect the Company’s ability to make payments with respect to the principal of, or the interest and premium, if any, on, the Notes, as determined in the reasonable good faith judgment of the Chief Executive Officer or the Chief Financial Officer of the General Partner; and (16) any other agreement governing Indebtedness permitted to be incurred by Section 4.09 and any amendments, modifications, restatements, renewals, extensions, increases, supplements, refundings, replacements or refinancings of those agreements; provided, that the encumbrances or restrictions in such agreements are, in the reasonable good faith judgment of the Chief Financial Officer of the General Partner, not materially more restrictive, taken as a whole, than those contained in this Section 4.15 shall prevent OI Group Indenture or a Restricted Subsidiary of OI Group from entering into any agreement (x) permitting or providing for the incurrence of Liens otherwise permitted by Section 4.14 or (y) restricting Credit Agreement, in each case, as in effect on the sale or other disposition of property securing IndebtednessIssue Date.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group Anvil shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: to (1i) (a) pay dividends or make any other distributions on its Capital Stock to OI Group Anvil or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any indebtedness Indebtedness owed to OI Group Anvil or any of its Restricted Subsidiaries; , (2ii) make loans or advances to OI Group Anvil or any of its Restricted Subsidiaries; or Subsidiaries or (3iii) transfer any of its properties or assets to OI Group Anvil or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of: of (1a) agreements governing Existing Indebtedness, Credit Facilities, charter documents and shareholder agreements Indebtedness as in effect on the Issue Datedate of this Indenture, (b) the New Credit Agreement as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, the New Credit Facilities, charter documents and shareholders agreements Agreement as in effect on the Issue Date; (2) date of this Indenture, (c) this Indenture and the Senior Notes, (d) the Collateral DocumentsSenior Preferred Stock, the Offshore Collateral Documents Certificate of Designations, the Exchange Debentures and the Guarantees of the Notes; Exchange Debenture Indenture, (3e) applicable law; , (4f) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by OI Group Anvil or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Acquired Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, provided that, that the Consolidated EBITDA of such Person is not taken into account in the case of Indebtedness, determining whether such Indebtedness acquisition was permitted by the terms of this Indenture to be incurred; Indenture, (5g) by reason of customary non-assignment provisions in leases and licenses entered into in the ordinary course of business and consistent with past practices; , (6h) purchase money obligations, including Capital Lease Obligations and obligations under mortgages, for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3iii) above on the property so acquired, (i) agreements relating to the financing of the first paragraph acquisition of real or tangible personal property acquired after the date of this Section 4.15; Indenture; provided, that such encumbrance or restriction relates only to the property which is acquired and in the case of any encumbrance or restriction that constitutes a Lien, such Lien constitutes a Purchase Money Lien, (7j) any agreement for the sale restriction or other disposition of a Restricted Subsidiary of OI Group that restricts any of the foregoing by that Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness, provided that the restrictions encumbrance contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained contracts for sale of assets permitted by this Indenture in the agreements governing the Indebtedness being refinanced; and (9) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness that limit the right of the debtor to dispose respect of the assets subject being sold pursuant to such Lien. Nothing contained in this Section 4.15 shall prevent OI Group or a Restricted Subsidiary of OI Group from entering into any agreement (x) permitting or providing for the incurrence of Liens otherwise permitted by Section 4.14 contract or (yk) restricting the sale Indebtedness or other disposition contractual requirements of property securing Indebtednessa Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: to do any of the following: (1a)(i) pay dividends or make any other distributions on its Capital Stock to OI Group the Company or any of its Restricted Subsidiaries, Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any indebtedness Indebtedness owed to OI Group or any of its Restricted Subsidiaries; (2) make loans or advances to OI Group the Company or any of its Restricted Subsidiaries; or (3b) make loans or advances to the Company or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to OI Group the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of: of (1) agreements governing Existing Indebtedness, Credit Facilities, charter documents and shareholder agreements as in effect on the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictivenot materially less favorable to the holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions than those contained contained, in such Existing Indebtedness, the case of Credit Facilities, charter documents and shareholders in agreements governing Credit Facilities, in either case as in effect on the Issue Date; date of this Indenture, (2) this Indenture, the Notes, the Collateral Documents, the Offshore Collateral Documents Subsidiary Guarantees and the Guarantees of the Notes; First Lien Notes (3) applicable law; any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by OI Group the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; , (5) by reason of customary non-provisions restricting the subletting or assignment provisions in leases entered into in of any lease or the ordinary course transfer of business and consistent with past practices; copyrighted or patented materials, (6) purchase money obligations, including Capital Lease Obligations and obligations under mortgages, for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3c) of above on the first paragraph of this Section 4.15; (7) any agreement for the sale or other disposition of a Restricted Subsidiary of OI Group that restricts any of the foregoing by that Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and (9) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing contained in this Section 4.15 shall prevent OI Group or a Restricted Subsidiary of OI Group from entering into any agreement (x) permitting or providing for the incurrence of Liens otherwise permitted by Section 4.14 or (y) restricting the sale or other disposition of property securing Indebtedness.so acquired,

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall (a) The Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to OI Group the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to OI Group the Company or any of its Restricted Subsidiaries; (2) make loans or advances to OI Group the Company or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to OI Group the Company or any of its Restricted Subsidiaries. However, ; provided that (x) the preceding priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill requirements to) loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness incurred by the Company or any Restricted Subsidiary shall not be deemed to constitute such an encumbrance or restriction. (b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements Agreements governing Existing Indebtedness, Indebtedness and Credit Facilities, charter documents and shareholder agreements Facilities as in effect on the Issue Date (or otherwise required by such agreements in existence on the Issue Date, ) and after giving effect to any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders those agreements as in effect on the Issue Date; (2) this This Indenture, the Notes, the Collateral Documents, the Offshore Collateral Documents Notes and the Guarantees of the NotesNote Guarantees; (3) applicable lawAgreements governing other Indebtedness permitted to be incurred under Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that either (a) the Company determines (in good faith) that such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes or (b) such encumbrance or restriction applies only during the continuance of a default in respect of a payment relating to such agreement or instrument; (4) any Applicable law, rule, regulation or order; (5) Any instrument governing Indebtedness or Capital Stock of a Person acquired by OI Group the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness instrument was incurred entered into in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (56) customary non-assignment Customary provisions in leases contracts, leases, subleases and licenses entered into in the ordinary course of business and consistent with past practicesbusiness; (67) purchase Purchase money obligations, including mortgage financings and Capital Lease Obligations and obligations under mortgages, for property acquired in the ordinary course of business that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3) of the first paragraph of this Section 4.154.08(a) hereof; (7) 8) Contracts for the sale of assets, including any agreement for the sale or other disposition of a Restricted Subsidiary of OI Group that restricts any or all or substantially all of the foregoing by that assets of the Company or such Restricted Subsidiary in compliance with the terms of this Indenture pending its such sale or other disposition; (8) 9) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and; (910) Permitted Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof and Liens or Investment Grade Permitted Liens securing Indebtedness permitted to be incurred pursuant to the provisions of Section 4.12 hereof, in each case, that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing Liens; (11) Provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets or Persons that are the subject of such agreements; (12) Restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (13) Customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (14) Any Restricted Investment not prohibited by Section 4.07 hereof and any Permitted Investment; (15) Customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; (16) Hedging Obligations entered into in the ordinary course of business and not for speculative purposes; (17) Any encumbrances or restrictions of the type referred to in Section 4.08(a)(1), (2) and (3) hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (16) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, not materially more restrictive as a whole with respect to such dividend and other payment restrictions than those contained in this Section 4.15 shall prevent OI Group or a Restricted Subsidiary of OI Group from entering into any agreement (x) permitting or providing for the incurrence of Liens otherwise permitted by Section 4.14 or (y) restricting the sale dividend or other disposition payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and (18) Agreements relating to HUD Financing and any amendments of property securing Indebtednessthose agreements.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall (a) The Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to OI Group the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to OI Group the Company or any of its Restricted Subsidiaries; provided that the priority that any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends, distributions or liquidating distributions before dividends, distributions or liquidating distributions are paid in respect of common stock of such Restricted Subsidiary shall not constitute a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this Section 4.08; (2) make loans or advances to OI Group the Company or any of its Restricted SubsidiariesSubsidiaries (it being understood that the subordination of loans or advances made to the Company or any of its Restricted Subsidiaries to other Indebtedness incurred by the Company or any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties or assets to OI Group the Company or any of its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness, Indebtedness and the Credit Facilities, charter documents and shareholder agreements Agreement as in effect on the Issue Date, date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the encumbrances or restrictions contained in the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders those agreements as in effect on the Issue Datedate of this Indenture; (2) this Indenture, the Notes, the Collateral Documents, the Offshore Collateral Documents Notes and the Guarantees of the NotesNote Guarantees; (3) agreements governing other Indebtedness permitted to be incurred under the provisions of Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained therein are not, in the reasonable good faith judgment of the Chief Executive Officer and the Chief Financial Officer of the Company, materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees or the Credit Agreement as in effect on the date of this Indenture (4) applicable law, rule, regulation or order; (45) any instrument governing Indebtedness or Capital Stock of a Person acquired by OI Group the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings thereof; provided, that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of the Company, no more restrictive, taken as a whole, than those in effect on the date of the acquisition; provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (56) customary non-assignment provisions in leases Hydrocarbon purchase and sale or exchange agreements or similar operational agreements or in licenses, easements or leases, in each case, entered into in the ordinary course of business and consistent with past practicesbusiness; (67) purchase money obligations, including Capital Lease Obligations and obligations under mortgages, for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3) of the first paragraph of this Section 4.154.08(a); (7) 8) any agreement for the sale or other disposition of a Restricted Subsidiary of OI Group that restricts any of the foregoing distributions by that Restricted Subsidiary pending its sale or other disposition; (8) 9) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no are, in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of the Company, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and; (910) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness permitted to be incurred under the provisions of Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing contained Liens; (11) provisions limiting the disposition or distribution of assets or property in this Section 4.15 shall prevent OI Group joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (12) encumbrances or restrictions applicable only to a Restricted Subsidiary of OI Group from entering into any agreement that is not a Domestic Subsidiary; (x13) permitting encumbrances or providing for the incurrence of Liens otherwise permitted by Section 4.14 or (y) restricting the sale restrictions on cash or other disposition deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business; (14) customary encumbrances and restrictions contained in agreements of the types described in the definition of “Permitted Business Investments;” (15) agreements governing Hedging Obligations incurred in the ordinary course of business; and (16) any encumbrance or restriction with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted Subsidiary is a party to or entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property securing Indebtednessof the Company or any other Restricted Subsidiary other than the assets and property of such Unrestricted Subsidiary. In each case set forth above, notwithstanding any stated limitation on the assets or property that may be subject to such encumbrance or restriction, an encumbrance or restriction on a specified asset or property or group or type of assets or property may also apply to all improvements, additions, repairs, attachments or accessions thereto, assets and property affixed or appurtenant thereto, parts, replacements and substitutions therefor, and all products and proceeds thereof, including dividends, distributions, interest and increases in respect thereof.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall (a) The Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to OI Group the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness or other obligations owed to OI Group the Company or any of its Restricted Subsidiaries; provided that the priority that any series of preferred stock of a Restricted Subsidiary has in receiving dividends or liquidating distributions before dividends or liquidating distributions are paid in respect of common stock of such Restricted Subsidiary shall not constitute a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this Section 4.08, provided that the terms of such preferred stock do not expressly restrict the ability of such Restricted Subsidiary to pay dividends or make distributions on its Capital Stock; (2) make loans or advances to OI Group the Company or any of its Restricted SubsidiariesSubsidiaries (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) transfer any of its properties or assets to OI Group the Company or any of its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness, Credit Facilities, charter documents and shareholder agreements as in effect on the Issue Date, date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements or the Indebtedness to which they relate, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend dividend, distribution and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders those agreements as in effect on the Issue Datedate of this Indenture; (2) this Indenture, the Notes, the Collateral Documents, the Offshore Collateral Documents Notes and the Guarantees of the NotesNote Guarantees; (3) applicable law; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by OI Group the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was otherwise permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in equipment or other licenses, easements, leases or similar instruments, in each case entered into in the ordinary course of business and consistent with past practices; (6) Capital Lease Obligations, mortgage financings or purchase money obligations, including Capital Lease Obligations and obligations under mortgages, in each case for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (3) of the first paragraph of this Section 4.15preceding paragraph; (7) any agreement for the sale or other disposition of a Restricted Subsidiary of OI Group the Company that restricts any of the foregoing distributions by that Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and; (9) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing Liens; (10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business, which limitations are applicable only to the assets or property that is the subject of such agreements; (11) any agreement or instrument relating to any property or assets acquired after the date of this Indenture, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions; (12) Hedging Contracts permitted from time to time under this Indenture; (13) restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (14) with respect to any Foreign Subsidiary, any encumbrance or restriction contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was incurred if either (a) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant in such Indebtedness or agreement or (b) the Company determines that any such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes, as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive; and (15) any other agreement governing Indebtedness of the Company or any Guarantor that is permitted to be incurred under Section 4.09; provided, however, that such encumbrances or restrictions are not materially more restrictive, taken as a whole, than those contained in this Section 4.15 shall prevent OI Group Indenture or a Restricted Subsidiary the Credit Agreement as in effect on the date of OI Group from entering into any agreement (x) permitting or providing for the incurrence of Liens otherwise permitted by Section 4.14 or (y) restricting the sale or other disposition of property securing Indebtednessthis Indenture.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall 6.1 The Company will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1a) pay dividends or make any other distributions on its Capital Stock to OI Group the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to OI Group the Company or any of its Restricted Subsidiaries; (2b) make loans or advances to OI Group the Company or any of its Restricted Subsidiaries; or (3c) sell, lease or transfer any of its properties or assets to OI Group the Company or any of its Restricted Subsidiaries. . 6.2 However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of: (1a) agreements governing Existing Indebtedness, Credit Facilities, charter documents Indebtedness and shareholder agreements the Facility or any other agreement as in effect at or entered into on the Issue Date, Date and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders those agreements as in effect on the Issue Date; (2b) this the Note Indenture, the NotesNotes and the Note Guarantees, the Collateral DocumentsRCF Facilities, the Offshore Collateral Documents Intercreditor Agreement and the Guarantees of the NotesTransaction Security Documents; (3c) agreements governing other Indebtedness permitted to be incurred under Clause 3 (Incurrence of Indebtedness and issuance of preferred stock) and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein are not materially more restrictive, taken as a whole, than those contained in the Finance Documents; (d) applicable law, rule, regulation or order; (4e) any agreement or instrument governing Indebtedness of or Capital Stock of a Person acquired by OI Group the Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness agreement or instrument was entered into or incurred in connection with or in contemplation of such acquisition)) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of any such agreement or instrument, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are (i) no more restrictive or (ii) not materially less favourable as determined in good faith by the Issuer, than the dividend and other payment restrictions contained in such instrument at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, ; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture the Finance Documents to be incurred; (5f) customary non-assignment provisions in contracts, leases and licenses entered into in the ordinary course of business and consistent with past practicesbusiness; (6g) purchase money obligations, including Capital Lease Obligations and obligations under mortgages, for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause paragraph (3c) of the first paragraph of this Section 4.15Clause 5 (Limitation on sale and leaseback transactions); (7h) any agreement for the sale or other disposition of the Capital Stock or all or substantially all of the property and assets of a Restricted Subsidiary of OI Group the Company that restricts any of the foregoing distributions by that Restricted Subsidiary pending its sale or other disposition; (8) i) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and; (9j) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness permitted to be incurred under Clause 4 (Liens) that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing contained Liens; (k) provisions limiting the disposition or distribution of assets or property in this Section 4.15 shall prevent OI Group joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (l) restrictions on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (m) Hedging Obligations entered into from time to time; (n) any mortgage financing or mortgage refinancing that imposes restrictions on the real property (including any heritage building rights) securing such Indebtedness; and (o) agreements governing Indebtedness incurred pursuant to paragraphs (d) and (n) of Clause 3.2 above by a Restricted Subsidiary of OI Group from entering into the Company that is an Excluded Subsidiary under paragraph (c) of the definition thereof, provided that any encumbrance or restriction in any such agreement (x) permitting is not applicable to any Person, or providing for the incurrence properties or assets of Liens otherwise permitted by Section 4.14 any other Person, other than such Restricted Subsidiary or (y) restricting the sale its property or other disposition of property securing Indebtednessassets.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall (a) The Company will not, and shall will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or permit otherwise cause to exist come into existence or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions distribution on its Capital Stock to OI Group the Company or any Restricted Subsidiary (it being understood that the priority of its Restricted Subsidiaries, any Preferred Stock in receiving dividends or with respect liquidating distributions prior to any other interest dividends or participation in, liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to pay dividends or measured by, its profits, or pay any indebtedness owed to OI Group or any of its Restricted Subsidiaries;make distributions on Capital Stock), (2) pay any Indebtedness owed to the Company or any other Restricted Subsidiary (it being understood that the subordination of Indebtedness owed to the Company or any Restricted Subsidiary to other Indebtedness owed by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to pay such Indebtedness), (3) make loans or advances to OI Group the Company or any other Restricted Subsidiary (it being understood that the subordination of its loans or advances made by the Company or any Restricted Subsidiaries; Subsidiary to other Indebtedness incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances), or (34) transfer any of its properties or assets to OI Group the Company or any of its other Restricted Subsidiaries. Subsidiary. (b) However, the preceding restrictions shall Section 4.13(a) will not apply to encumbrances prohibit any encumbrance or restrictions restriction created, existing or becoming effective under or by reason of: (1) agreements any agreement (including the Senior Credit Agreement, the indentures governing the Existing Indebtedness, Credit Facilities, charter documents Senior Notes and shareholder agreements as in effect on the Issue Date, Concurrently-Issued Senior Notes and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders agreements as this Supplemental Indenture) in effect on the Issue Date; (2) this Indentureany agreement or instrument with respect to a Restricted Subsidiary that is not a Restricted Subsidiary on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; provided that such encumbrances and restrictions are not applicable to, or to the properties or assets of, the Notes, the Collateral Documents, the Offshore Collateral Documents and the Guarantees of the NotesCompany or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; (3) applicable law; (4) any agreement or instrument governing Indebtedness any Acquired Debt or Capital Stock other agreement of a Person any entity merged into or consolidated with, or the assets of which are acquired by OI Group by, the Company or any of its Restricted Subsidiaries Subsidiary, so long as in effect at the time of such acquisition encumbrance or restriction (except to the extent such Indebtedness A) was incurred in connection with or not entered into in contemplation of such the acquisition), which encumbrance merger or restriction consolidation transaction, and (B) is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets or subsidiaries of the Person, so acquired, provided that, in so long as the case of Indebtedness, agreement containing such Indebtedness was permitted by the terms restriction does not violate any other provision of this Indenture to be incurredSupplemental Indenture; (4) any applicable law or any requirement of any regulatory body; (5) customary restrictions and conditions contained in the security documents evidencing any Liens securing obligations or Indebtedness or agreements relating to Capital Lease Obligations (provided that such Liens are otherwise permitted to be incurred under the provisions of Section 4.10 and such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 4.13) that limit the right of the debtor or lessee to dispose of the assets subject to such Liens; (6) provisions restricting subletting or assignment of any lease governing a leasehold interest (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties) of the Company or any Restricted Subsidiary, or restrictions in licenses (including licenses of intellectual property) relating to the property covered thereby, or other encumbrances or restrictions in agreements or instruments relating to specific assets or property that restrict generally the transfers of such assets or property; provided that such encumbrances or restrictions do not materially impact the ability of the Company to permit payments on the Notes when due as required by the terms of this Supplemental Indenture; (7) agreements with respect to asset sales, including the sale or other disposition of all or substantially all the Capital Stock of a Restricted Subsidiary, permitted to be made under the provisions of Section 4.11 that limit the transfer of such assets or assets of such Restricted Subsidiary (or distribution on such Capital Stock) pending the closing of such sale; (8) shareholders’, partnership, joint venture and similar agreements entered into in the ordinary course of business; provided that such encumbrances or restrictions do not apply to any Restricted Subsidiaries other than the applicable company, partnership, joint venture or other entity; (9) cash, Cash Equivalents or other deposits, or net worth requirements or similar requirements, imposed by suppliers, landlords or customers under contracts entered into in the ordinary course of business; (10) any Credit Facility or agreement governing Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under the provisions of Section 4.07; provided that such encumbrances or restrictions are not materially more restrictive, taken as a whole, as determined by the Company in good faith, than those contained in the Senior Credit Agreement, in the indentures governing the Existing Senior Notes and the Concurrently-Issued Senior Notes or in this Supplemental Indenture as in effect on the Issue Date; (11) restrictions of the nature described in clause (4) of Section 4.13(a) by reason of customary non-assignment provisions in Hydrocarbon purchase or sale or exchange contracts, agreements, licenses and leases entered into in the ordinary course of business and consistent with past practicesbusiness; (612) purchase money obligationsCommodity Agreements, including Capital Lease Obligations and obligations Currency Agreements or Interest Rate Agreements permitted from time to time under mortgages, for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of the first paragraph of this Section 4.15Supplemental Indenture; (713) any agreement for the sale or other disposition of Preferred Stock issued by a Restricted Subsidiary Subsidiary; provided that the issuance of OI Group that restricts any such Preferred Stock is permitted pursuant to Section 4.07 and the terms of such Preferred Stock do not expressly restrict the foregoing by that ability of such Restricted Subsidiary pending to pay dividends or make any other distributions on its sale Capital Stock (other than requirements to pay dividends or liquidation preferences on such Preferred Stock prior to paying any dividends or making any other dispositiondistributions on such other Capital Stock); (8) 14) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinancedRefinanced; (15) encumbrances and restrictions contained in contracts entered into in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of, or from the ability of the Company and the Restricted Subsidiaries to realize the value of, property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (916) Permitted Liens any agreement, amendment, modification, restatement, extension, renewal, supplement, refunding, replacement or Investment Grade Permitted Liens securing Indebtedness Refinancing that limit amends, modifies, restates, extends, renews, refunds, replaces or Refinances the right of agreements containing the debtor to dispose of encumbrances or restrictions in the assets subject to such Lien. Nothing contained foregoing clauses (1) through (15), or in this Section 4.15 shall prevent OI Group clause (16); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect taken as a Restricted Subsidiary of OI Group from entering into any whole, as determined by the Company in good faith, than those under or pursuant to the agreement (x) permitting so amended, modified, restated, extended, renewed, refunded, replaced or providing for the incurrence of Liens otherwise permitted by Section 4.14 or (y) restricting the sale or other disposition of property securing IndebtednessRefinanced.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall (a) The Parent Guarantor will not, and shall will not cause or permit the Company or any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or permit otherwise cause to exist come into existence or become effective any consensual encumbrance or restriction on the ability of the Company or any such Restricted Subsidiary to: (1) pay dividends or make any other distributions distribution on its Capital Stock to OI Group the Parent Guarantor, the Company or any Restricted Subsidiary (it being understood that the priority of its Restricted Subsidiaries, any Preferred Stock in receiving dividends or with respect liquidating distributions prior to any other interest dividends or participation in, liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to pay dividends or measured by, its profits, or pay any indebtedness owed to OI Group or any of its Restricted Subsidiaries;make distributions on Capital Stock), (2) pay any Indebtedness owed to the Parent Guarantor, the Company or any other Restricted Subsidiary (it being understood that the subordination of Indebtedness owed to the Parent Guarantor, the Company or any Restricted Subsidiary to other Indebtedness owed by the Parent Guarantor, the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to pay such Indebtedness), (3) make loans or advances to OI Group the Parent Guarantor, the Company or any other Restricted Subsidiary (it being understood that the subordination of its loans or advances made by the Parent Guarantor, the Company or any Restricted Subsidiaries; Subsidiary to other Indebtedness incurred by the Parent Guarantor, the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances), or (34) transfer any of its properties or assets to OI Group the Parent Guarantor, the Company or any of its other Restricted Subsidiaries. Subsidiary. (b) However, the preceding restrictions shall Section 4.13(a) will not apply to encumbrances prohibit any encumbrance or restrictions restriction created, existing or becoming effective under or by reason of: (1) agreements governing Existing Indebtedness, any agreement (including the Senior Credit Facilities, charter documents and shareholder agreements as in effect on the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders agreements as Agreement) in effect on the Issue Date; (2) this Indentureany agreement or instrument with respect to a Restricted Subsidiary that is not a Restricted Subsidiary on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; provided that such encumbrances and restrictions are not applicable to, or to the properties or assets of, the NotesParent Guarantor, the Collateral Documents, the Offshore Collateral Documents and the Guarantees of the NotesCompany or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; (3) applicable law; (4) any agreement or instrument governing Indebtedness any Acquired Debt or Capital Stock other agreement of a Person any entity merged into or consolidated with, or the assets of which are acquired by OI Group by, the Parent Guarantor, the Company or any of its Restricted Subsidiaries Subsidiary, so long as in effect at the time of such acquisition encumbrance or restriction (except to the extent such Indebtedness A) was incurred in connection with or not entered into in contemplation of such the acquisition), which encumbrance merger or restriction consolidation transaction, and (B) is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets or subsidiaries of the Person, so acquired, provided that, in so long as the case of Indebtedness, agreement containing such Indebtedness was permitted by the terms restriction does not violate any other provision of this Indenture to be incurredIndenture; (4) any applicable law or any requirement of any regulatory body; (5) customary restrictions and conditions contained in the security documents evidencing any Liens securing obligations or Indebtedness or agreements relating to Capital Lease Obligations (provided that such Liens are otherwise permitted to be incurred under the provisions of Section 4.10 and such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 4.13) that limit the right of the debtor or lessee to dispose of the assets subject to such Liens; (6) provisions restricting subletting or assignment of any lease governing a leasehold interest (including leases governing leasehold interests or farm-in agreements or farm- out agreements relating to leasehold interests in Oil and Gas Properties) of the Parent Guarantor, the Company or any Restricted Subsidiary, or restrictions in licenses (including licenses of intellectual property) relating to the property covered thereby, or other encumbrances or restrictions in agreements or instruments relating to specific assets or property that restrict generally the transfers of such assets or property; provided that such encumbrances or restrictions do not materially impact the ability of the Company to permit payments on the Notes when due as required by the terms of this Indenture; (7) agreements with respect to asset sales, including the sale or other disposition of all or substantially all the Capital Stock of a Restricted Subsidiary, permitted to be made under the provisions of Section 4.11 that limit the transfer of such assets or assets of such Restricted Subsidiary (or distribution on such Capital Stock) pending the closing of such sale; (8) shareholders’, partnership, joint venture and similar agreements entered into in the ordinary course of business; provided that such encumbrances or restrictions do not apply to any Restricted Subsidiaries other than the applicable company, partnership, joint venture or other entity; (9) cash, Cash Equivalents or other deposits, or net worth requirements or similar requirements, imposed by suppliers, landlords or customers under contracts entered into in the ordinary course of business; (10) any Credit Facility or agreement governing Indebtedness of the Parent Guarantor, the Company or any Restricted Subsidiary permitted to be incurred under the provisions of Section 4.07; provided that such encumbrances or restrictions are not materially more restrictive, taken as a whole, as determined by the Company in good faith, than those contained in the Senior Credit Agreement or in this Indenture as in effect on the Issue Date; (11) restrictions of the nature described in clause (4) of Section 4.13(a) by reason of customary non-assignment provisions in Hydrocarbon purchase or sale or exchange contracts, agreements, licenses and leases entered into in the ordinary course of business and consistent with past practicesbusiness; (612) purchase money obligationsCommodity Agreements, including Capital Lease Obligations and obligations Currency Agreements or Interest Rate Agreements permitted from time to time under mortgages, for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of the first paragraph of this Section 4.15Indenture; (713) any agreement for Preferred Stock issued by the sale Company or other disposition of a Restricted Subsidiary Subsidiary; provided that the issuance of OI Group that restricts any such Preferred Stock is permitted pursuant to Section 4.07 and the terms of such Preferred Stock do not expressly restrict the ability of the foregoing by that Company or such Restricted Subsidiary pending to pay dividends or make any other distributions on its sale Capital Stock (other than requirements to pay dividends or liquidation preferences on such Preferred Stock prior to paying any dividends or making any other dispositiondistributions on such other Capital Stock); (8) 14) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinancedRefinanced; (15) encumbrances and restrictions contained in contracts entered into in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of, or from the ability of the Parent Guarantor, the Company and the Restricted Subsidiaries to realize the value of, property or assets of the Parent Guarantor, the Company or any Restricted Subsidiary in any manner material to the Parent Guarantor, the Company or any Restricted Subsidiary; and (916) Permitted Liens any agreement, amendment, modification, restatement, extension, renewal, supplement, refunding, replacement or Investment Grade Permitted Liens securing Indebtedness Refinancing that limit amends, modifies, restates, extends, renews, refunds, replaces or Refinances the right of agreements containing the debtor to dispose of encumbrances or restrictions in the assets subject to such Lien. Nothing contained foregoing clauses (1) through (15), or in this Section 4.15 shall prevent OI Group clause (16); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect taken as a Restricted Subsidiary of OI Group from entering into any whole, as determined by the Company in good faith, than those under or pursuant to the agreement (x) permitting so amended, modified, restated, extended, renewed, refunded, replaced or providing for the incurrence of Liens otherwise permitted by Section 4.14 or (y) restricting the sale or other disposition of property securing IndebtednessRefinanced.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group The Corporation shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to OI Group the Corporation or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to OI Group or any of its Restricted Subsidiariesthe Corporation; (2) make loans or advances to OI Group or any of its Restricted Subsidiariesthe Corporation; or (3) sell, lease or transfer any of its properties or assets to OI Group or any of its Restricted Subsidiariesthe Corporation. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of: (1) instruments, indentures, agreements or other documents governing Existing Indebtedness, the Senior Secured Notes, Credit FacilitiesFacilities or Receivables Facilities or other contractual encumbrances or restrictions, charter documents and shareholder agreements in each case, as in effect on the Issue Datedate of this Indenture or incurred after the date of this Indenture as permitted under this Indenture, and any amendments, restatements, modifications, restatements, renewals, increasessupplements, supplementsextensions, refundings, replacements or refinancings thereofof those agreements, provided that such the amendments, restatements, modifications, restatements, renewals, increasessupplements, supplementsextensions, refundings, replacements or refinancings are no not, in the good faith judgment of the Board of Directors of the Corporation, materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders those agreements as in effect on the Issue Datedate of this Indenture or those contained in those agreements after the date of this Indenture as permitted under this Indenture; (2) this the Senior Secured Note Indenture, the Senior Secured Notes, the Collateral DocumentsSenior Secured Note Guarantees, the Offshore Collateral Documents Debentures, the Debenture Guarantees and the Guarantees of the Notesthis Indenture; (3) applicable law, rule, regulation, order, approval, license, permit or similar restriction; (4a) any instrument governing Indebtedness or Capital Stock of a Person acquired by OI Group the Corporation or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property properties or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; and (b) any amendment, modification, replacement or refinancing thereof, provided, however, that such encumbrances or restrictions are not, in the good faith judgment of the Board of Directors of the Corporation, materially more restrictive, taken as a whole, with respect to consensual encumbrances or restrictions set forth in clauses (1), (2) or (3) of the first paragraph of this Section 8.12 than on such encumbrances or restrictions prior to such amendment, modification, replacement or refinancing; (5) customary non-assignment provisions in leases contracts and licenses entered into in the ordinary course of business and consistent with past practicesbusiness; (6) purchase money obligations, including Capital Lease Obligations and obligations under mortgages, for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3) of the first paragraph of this Section 4.158.12; (7) any restriction with respect to (a) a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Subsidiary or (b) any asset of a Restricted Subsidiary pursuant to an agreement entered into for the sale or other disposition of a Restricted Subsidiary such asset (including in connection with sale and leaseback transactions), in each case pending the closing of OI Group that restricts any of the foregoing by that Restricted Subsidiary pending its such sale or other disposition; (8) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not, in the good faith judgment of the Board of Directors of the Corporation, materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, extended, renewed, refunded, replaced, defeased or discharged; (9) Indebtedness or other contractual requirements of a Receivables Entity in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to such Receivables Entity; (10) provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to the Capital Stock of a Person other than on a pro rata basis; (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale and leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Board of Directors of the Corporation, which limitation is applicable only to the assets that are the subject of such agreements; (12) restrictions on cash or other deposits or net worth imposed in leases, in agreements with customers and under other contracts entered into in the ordinary course of business; (13) restrictions in other Indebtedness incurred in compliance with Section 8.7, provided that such restrictions, taken as a whole, are, in the good faith judgment of the Board of Directors of the Corporation, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clauses (1) and (2) above; (14) encumbrances on property that exist at the time such property was acquired by the Corporation or any Restricted Subsidiary; (15) any such encumbrance or restriction consisting of customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (916) restrictions contained in agreements governing Permitted Liens or Investment Grade Permitted Liens securing Indebtedness that limit the right of the debtor Corporation or any of its Restricted Subsidiaries or in respect of licenses otherwise permitted to dispose be incurred under this Indenture, in each case to the extent such restrictions only restrict the transfer of the assets property subject to such Lien. Nothing contained in this Section 4.15 shall prevent OI Group agreement or a Restricted Subsidiary of OI Group from entering into any agreement (x) permitting or providing for the incurrence of Liens otherwise permitted by Section 4.14 or (y) restricting the sale or other disposition of property securing Indebtednesslicense.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall (a) The Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, to create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to OI Group the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to OI Group the Company or any of its Restricted Subsidiaries; provided that (i) the priority that any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends or liquidating distributions before dividends or liquidating distributions are paid in respect of common stock of such Restricted Subsidiary shall not constitute a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this covenant and (ii) the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness incurred by the Company or any Restricted Subsidiary shall be deemed not to be a restriction on the ability to make payments with respect to such loans or advances; (2) make loans or advances to OI Group the Company or any of its Restricted SubsidiariesSubsidiaries (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness incurred by the Company or any Restricted Subsidiary shall be deemed not to be a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties or assets to OI Group the Company or any of its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness, the Credit Facilities, charter documents Agreement and shareholder other agreements as in effect on the Issue Date, date hereof and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that the encumbrances and restrictions contained in such amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend dividend, distribution and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders those agreements as in effect on the Issue Datedate hereof, as determined in good faith by the Company; (2) this Indenture, the Notes, the Collateral Documents, the Offshore Collateral Documents Notes and the Guarantees of the NotesNote Guarantees; (3) applicable lawagreements governing other Indebtedness permitted to be incurred under the provisions of Section 4.09 hereof and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances and restrictions therein are not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees or the Credit Agreement as in effect on the date hereof, whichever is more restrictive, as determined in good faith by the Company; (4) directly or indirectly applicable law, statute, rule, regulation, order, approval, governmental license, permit, requirement or similar restriction or any guideline, interpretation, directive, request (whether or not having the force of law) from or of, or any plan, memorandum or agreement with, any regulatory authority; (5) any instrument governing Indebtedness or Capital Stock of a Person acquired by OI Group the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, ; provided that, in the case of Indebtedness, such Indebtedness was permitted not prohibited by the terms of this Indenture hereof to be incurred; (56) customary non-assignment provisions in purchase and sale or exchange agreements for Hydrocarbons, agreements of the types described in Permitted Business Investments or similar operational agreements, or in licenses, easements, leases entered into in the ordinary course of business and consistent with past practicesor other contracts; (67) agreements governing purchase money obligations, including Capital Lease Obligations and obligations under mortgages, for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3Section 4.08(a)(3) of the first paragraph of this Section 4.15hereof; (7) 8) any agreement for the sale or other disposition of a Restricted Subsidiary of OI Group that restricts any of the foregoing distributions by that Restricted Subsidiary pending its sale or other disposition; (8) 9) agreements governing Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and, as determined in good faith by the Company; (910) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing contained Liens; (11) provisions limiting the disposition or distribution of assets or property in this Section 4.15 shall prevent OI Group joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, shareholders’ agreements, partnership agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into in the ordinary course of business, which limitation is applicable only to the assets or properties that are the subject of such agreements; (12) encumbrances or restrictions applicable only to a Restricted Subsidiary of OI Group from entering into that is not a Domestic Subsidiary; (13) any agreement with respect to any property or asset acquired after the date hereof (xincluding by merger or consolidation) permitting as in effect at the time of such acquisition (except to the extent such agreement was incurred in connection with or providing for in contemplation of such acquisition), which encumbrance or restriction is not applicable to any property or assets other than the incurrence of Liens otherwise permitted by Section 4.14 property or assets so acquired; (y14) restricting the sale Hedging Obligations; (15) encumbrances or restrictions on cash, cash equivalents or other disposition deposits or net worth requirements imposed by customers or lessors under leases or other contracts entered into in the ordinary course of business; (16) customary restrictions set forth in “lock up” agreements entered into in connection with securities offerings; or (17) any encumbrance or restriction contained in agreements governing or relating to reserves that are the subject of any Production Payment or Reserve Sale. In each case set forth above, notwithstanding any stated limitation on the assets or property securing Indebtednessthat may be subject to such encumbrance or restriction, an encumbrance or restriction on a specified asset or property or group or type of assets or property may also apply to all improvements, additions, repairs, attachments and accessions thereto, construction thereon, assets and property affixed or appurtenant thereto, parts, replacements and substitutions therefor and all products and proceeds thereof, including dividends, distributions, interest and increases in respect thereof.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall (a) The Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to OI Group the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness or other obligations owed to OI Group the Company or any of its Restricted Subsidiaries; (2) make loans or advances to OI Group the Company or any of its Restricted SubsidiariesSubsidiaries (it being understood that the subordination of loans or advances made to the Company or any of its Restricted Subsidiaries to other Indebtedness incurred by the Company or any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to make loans or advances); or (3) transfer any of its properties or assets to OI Group the Company or any of its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness, Credit Facilities, charter documents and shareholder agreements as in effect on the Issue Date, date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements or the Indebtedness to which they relate; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend dividend, distribution and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders those agreements as in effect on the Issue Datedate of this Indenture; (2) this Indenture, the Notes, the Collateral Documents, the Offshore Collateral Documents Notes and the Guarantees of the NotesSubsidiary Guarantees; (3) applicable lawApplicable Law, rule, regulation, order, approval, license, permit or similar restriction; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by OI Group the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, ; provided that, in the case of Indebtedness, such Indebtedness was otherwise permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leases Hydrocarbon purchase and sale or exchange agreements or similar operational agreements or in licenses, easements or leases, in each case, entered into in the ordinary course of business and consistent with past practicesbusiness; (6) Capital Lease Obligations, mortgage financings or purchase money obligations, including Capital Lease Obligations and obligations under mortgages, in each case for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (3) of the first paragraph of this Section 4.154.08(a); (7) any agreement for the sale or other disposition of a Restricted Subsidiary of OI Group the Company that restricts any of the foregoing distributions by that Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and; (9) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing contained Liens; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other agreements described in the definition of “Permitted Business Investments,” entered into in the ordinary course of business; (11) any agreement or instrument relating to any property or assets acquired after the date of this Section 4.15 shall prevent OI Group Indenture, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions; (12) encumbrances or restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business; (13) the issuance of preferred securities by a Restricted Subsidiary of OI Group from entering into the Company or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such preferred securities is permitted pursuant to Section 4.09 and the terms of such preferred securities do not expressly restrict the ability of such Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such preferred securities prior to paying any dividends or making any other distributions on such other Capital Stock); (14) in the case of any Foreign Subsidiary, any encumbrance or restriction contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was incurred if either (xa) permitting the encumbrance or providing for restriction applies only in the incurrence event of Liens otherwise permitted by Section 4.14 a payment default or a default with respect to a financial covenant in such Indebtedness or agreement or (yb) restricting the sale Company determines that any such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes, as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive; and (15) agreements governing other disposition Indebtedness permitted to be incurred under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of property securing Indebtednessthose agreements; provided that the restrictions therein are not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Subsidiary Guarantees or the Credit Agreement as in effect on the date of this Indenture.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall (a) The Company will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to OI Group the Company or any of its Restricted SubsidiariesSubsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to OI Group the Company or any of its Restricted SubsidiariesSubsidiary; (2) make loans or advances to OI Group the Company or any of its Restricted SubsidiariesSubsidiary; or (3) sell, lease or transfer any of its properties or assets to OI Group the Company or any Restricted Subsidiary, provided that (x) the priority of its any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill period to) loans or advances made to the Company or any Restricted Subsidiaries. HoweverSubsidiary to other Indebtedness incurred by the Company or any Restricted Subsidiary, the preceding shall not be deemed to constitute such an encumbrance or restriction. (b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Indebtedness (including Existing Indebtedness, Credit Facilities), charter documents and shareholder agreements agreement as in effect on the Issue Date, Date and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictivenot materially less favorable to the Holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders those agreements as in effect on the Issue DateDate (as determined in good faith by the Company); (2) this Indenture, the NotesNotes and the Note Guarantees; (3) agreements governing other Indebtedness permitted to be incurred under Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein are not materially less favorable to the Holders of the Notes than is customary in comparable financings (as determined in good faith by the Company) and the Company determines at the time of the incurrence of such Indebtedness that such encumbrances or restrictions will not adversely effect, in any material respect, the Collateral Documents, the Offshore Collateral Documents and the Guarantees of Company’s ability to make principal or interest payments on the Notes; (34) applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit; (45) any instrument governing Indebtedness or Capital Stock of a Person acquired by OI Group the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, ; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (56) customary non-assignment and similar provisions in contracts, leases and licenses entered into in the ordinary course of business and consistent with past practicesbusiness; (67) purchase money obligations, including Capital Lease Obligations and obligations under mortgages, for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3Section 4.08(a)(3) of the first paragraph of this Section 4.15hereof; (7) 8) any agreement for the sale or other disposition of the Capital Stock or all or substantially all of the property and assets of a Restricted Subsidiary of OI Group that restricts any of the foregoing distributions by that Restricted Subsidiary pending its sale or other disposition; (8) 9) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and; (910) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness permitted to be incurred under Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing Liens; (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (12) restrictions on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (13) any customary Productive Asset Leases for Vessels and other assets used in the ordinary course of our business; provided that such encumbrance or restriction only extends to the Vessel or other asset financed in such Productive Asset Lease; (14) any Restricted Investment not prohibited by Section 4.07 hereof and any Permitted Investment; (15) any encumbrance or restriction existing with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person other than such Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary; provided that the encumbrances or restrictions are customary for the business of such Unrestricted Subsidiary and would not, at the time agreed to, be expected (as determined in good faith by the Company) to affect the ability of the Company and the Guarantors to make payments under the Notes and this Indenture; (16) customary encumbrances or restrictions contained in agreements in connection with Hedging Obligations permitted under this Indenture; and (17) any encumbrance or restriction existing under any agreement that extends, renews, refinances, replaces, amends, modifies, restates or supplements the agreements containing the encumbrances or restrictions in Section 4.08(b)(1) through Section 4.08(b)(16) hereof, or in this Section 4.15 shall prevent OI Group 4.08(b)(17); provided that the terms and conditions of any such encumbrances or a Restricted Subsidiary of OI Group from entering into restrictions are no more restrictive in any material respect than those under or pursuant to the agreement (x) permitting so extended, renewed, refinanced, replaced, amended, modified, restated or providing for the incurrence of Liens otherwise permitted by Section 4.14 or (y) restricting the sale or other disposition of property securing Indebtednesssupplemented.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock Equity Interests to OI Group the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to OI Group the Company or any of its Restricted Subsidiaries; (2) make loans or advances to OI Group the Company or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to OI Group the Company or any of its Restricted Subsidiaries. HoweverSubsidiaries (provided that dividend or liquidation priority between classes of Equity Interests, or subordination of any obligation (including the preceding application of any remedy bars thereto) to any other obligation, will not be deemed to constitute such an encumbrance or restriction). (b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness, Credit Facilities, charter documents and shareholder agreements Indebtedness as in effect on the Issue Date, date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders those agreements as in effect on the Issue Datedate of this Indenture (as determined in good faith by the Company); (2) this Indenture, the Notes, the Collateral DocumentsNote Guarantees, the Offshore Collateral Secured Debt Documents and the Guarantees any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of any of the Notesforegoing; (3) applicable law(A) agreements governing other Indebtedness permitted to be incurred under Section 4.09(b)(15) hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that in the case of this sub-clause (A), the restrictions therein would not (i) impair, in the Issuer’s good faith reasonable judgment, the ability of the Issuer and the Guarantors to satisfy the Obligations under the Notes, or (ii) otherwise prohibit the Subsidiaries from paying dividends or making distributions, loans or advances at any time in an amount, together with other amounts available, sufficient to make payments on the Notes due at such time, and (B) agreements governing other Indebtedness permitted to be incurred under Section 4.09(b) other than clause (15) thereof, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that in the case of this sub-clause (B), the restrictions therein are not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees (as determined in good faith by the Company); (4) applicable law, rule, regulation or order; (5) any instrument agreement governing or relating to Indebtedness or Capital Stock Equity Interests of a Person Persons acquired by OI Group the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any PersonPersons, or the properties or assets of any PersonPersons, other than the PersonPersons, or the property or assets of the PersonPersons, so acquired, ; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of such acquisition (as determined in good faith by the Company); (56) customary non-assignment provisions in leases contracts, leases, subleases, licenses and sublicenses entered into in the ordinary course of business and consistent with past practicesbusiness; (67) mortgage financings and purchase money obligations, including Capital Lease Obligations and obligations under mortgages, for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired mortgaged, purchased or leased of the nature described in clause (3) of the first paragraph of this Section 4.15preceding paragraph; (7) 8) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or other disposition of a Restricted Subsidiary of OI Group that restricts any all or substantially all of the foregoing by that Equity Interests or assets of such Restricted Subsidiary pending its the closing of such sale or other disposition; (8) 9) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; andrefinanced (as determined in good faith by the Company); (910) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing Liens; (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements; (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into by the Company or any Restricted Subsidiary; (13) encumbrances and restrictions contained in this Section 4.15 shall prevent OI Group the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if the encumbrance or restriction applies only in the event of a payment default or default with respect to a financial covenant contained in such Indebtedness or agreement and such encumbrance or restriction is not materially more disadvantageous to the holders of the Notes than is customary in comparable financings (as determined in good faith by the Company) and the Company determines that any such encumbrance or restriction will not materially affect the Issuer’s ability to make principal or interest payments on the Notes; and (14) restrictions on the sale, lease or transfer of property or assets arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary of OI Group from entering into in any agreement (x) permitting manner material to the Company or providing for the incurrence of Liens otherwise permitted by Section 4.14 or (y) restricting the sale or other disposition of property securing Indebtednessany Restricted Subsidiary.”

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall (a) The Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to OI Group the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness or other obligations owed to OI Group the Company or any of its Restricted Subsidiaries; (2) make loans or advances to OI Group the Company or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to OI Group the Company or any of its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness, Credit Facilities, charter documents and shareholder agreements as in effect on the Issue Date, date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements or the Indebtedness to which they relate; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no are, in the good faith judgment of an authorized officer of the Company, not materially more restrictive, taken as a whole, with respect to such dividend dividend, distribution and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders those agreements as in effect on the Issue Datedate of this Indenture; provided further that any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the Existing ABL Facility that applies such restrictions to the Company or any of its Subsidiaries that are not then subject to such restrictions shall not be deemed to be so materially more restrictive; (2) this Indenture, the Notes (and any Additional Notes, the Collateral Documents, the Offshore Collateral Documents ) and the Guarantees of the NotesNote Guarantees; (3) applicable law, rule, regulation, order, approval, license, permit or similar restriction; (4) any instrument governing Indebtedness or Capital Stock Equity Interests or any other agreement of a Person acquired by OI Group the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was or Equity Interests were incurred or such agreement entered into in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, ; provided that, in the case of Indebtedness, such Indebtedness was otherwise permitted by the terms of this Indenture to be incurred; and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of any such instrument or agreement or any related Indebtedness; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of an authorized officer of the Company, not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in this Indenture or those agreements in effect at the time acquired; (5) customary non-assignment provisions in contracts for purchase, gathering, processing, fractioning, sale, transportation or exchange of Hydrocarbons, storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminalling agreements, joint venture agreements or similar operating agreements or in licenses, easements, servitudes, rights-of-way or leases or other agreements, in each case entered into in the ordinary course of business and consistent with past practicesbusiness; (6) Finance Lease Obligations, operating leases, mortgage financings or purchase money obligations, including Capital Lease Obligations and obligations under mortgages, in each case for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (3Section 4.08(a)(3) of the first paragraph of this Section 4.15hereof; (7) any agreement for the sale or other disposition of some or all of the Capital Stock of, or any property and assets of, a Restricted Subsidiary of OI Group the Company that restricts any of the foregoing distributions by that Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no are, in the good faith judgment of an authorized officer of the Company, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and; (9) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12 hereof or agreements governing such Liens or the Indebtedness secured thereby that limit the right of the debtor to dispose of or otherwise transfer the assets subject to such Lien. Nothing Liens; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements, buy/sell agreements and other similar agreements; (11) any agreement or instrument relating to any property or assets acquired after the date of this Indenture, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions; (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (13) encumbrances or restrictions contained in, or in respect of, Hedging Contracts permitted under this Indenture from time to time; (14) any encumbrances or restrictions contained in, or in respect of, agreements governing Investments of the type described in the definition of “Permitted Business Investment”; (15) any other agreement governing Indebtedness of the Company or any Restricted Subsidiary that is permitted to be incurred by Section 4.09 and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they related; provided, however, that either (a) such encumbrances or restrictions are, in the good faith judgment of an authorized officer of the Company, not materially more restrictive, taken as a whole, than those contained in this Indenture or the Existing ABL Facility as it exists on the date of this Indenture or (b) such encumbrances or restrictions are ordinary and customary in light of the type of Indebtedness being incurred and the jurisdiction of the obligor and will, in the good faith judgment of an authorized officer of the Company, not affect in any material respect the Company’s or any Guarantor’s ability to repay the Notes; (16) consisting of customary restrictions pursuant to any Permitted Receivables Financing; (17) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that, in the good faith judgment of an authorized officer of the Company, do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary thereof in any manner material to the Company or any Restricted Subsidiary thereof; and (18) existing under the Intermediation Agreement. For purposes of determining compliance with this Section 4.15 4.08, (1) the priority of any preferred stock in receiving dividends or liquidating distributions prior to distributions being paid on common stock shall prevent OI Group not be deemed a restriction on the ability to make distributions on Capital Stock and (2) the subordination of loans or advances made to the Company or a Restricted Subsidiary of OI Group from entering into the Company to other Indebtedness incurred by the Company or any agreement (x) permitting such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or providing for the incurrence of Liens otherwise permitted by Section 4.14 or (y) restricting the sale or other disposition of property securing Indebtednessadvances.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall (a) Except as set forth in Section 10.3(b) hereof, the Authority will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: : (1i) pay dividends or make any other distributions on its Capital Stock to OI Group or any of its Restricted SubsidiariesStock, or with respect to any other interest or participation in, or measured by, its profits, to the Authority or any of the Authority’s Restricted Subsidiaries, or pay any indebtedness owed to OI Group the Authority or any of its the Authority’s Restricted Subsidiaries; ; (2ii) make loans or advances to OI Group the Authority or any of its the Authority’s Restricted Subsidiaries; or or (3iii) transfer any of its properties or assets to OI Group the Authority or any of its the Authority’s Restricted Subsidiaries. However, the preceding restrictions shall . (b) The provisions of Section 10.3(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1i) agreements governing contractual encumbrances or restrictions in effect on the Closing, including without limitation pursuant to Existing Indebtedness, Indebtedness and the Bank Credit Facilities, charter Facility (including any security documents relating to the Existing Indebtedness and shareholder agreements the Bank Credit Facility) as in effect on the Issue Date, Closing and any amendments, modifications, restatements, renewals, extensions, increases, supplements, refundings, replacements Replacements or refinancings thereof, ; provided that such amendments, modifications, restatements, renewals, extensions, increases, supplements, refundings, replacements Replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtednesscontractual encumbrance or restriction, Credit Facilities, charter documents and shareholders agreements as in effect on the Issue DateClosing; (2ii) this Indenture, the Notes, the Collateral Documents, the Offshore Collateral Documents this Agreement and the Guarantees of the Notesother Note Documents; (3iii) applicable lawlaw or any applicable rule, regulation or order; (4iv) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by OI Group the Authority or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5v) customary non-assignment provisions in leases leases, licenses or other contracts entered into in the ordinary course of business and consistent with past practices; (6vi) purchase money obligationsobligations (including, including without limitation, Capital Lease Obligations and obligations under mortgages, Obligations) for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3Section 10.3(a)(iii) of the first paragraph of this Section 4.15hereof; (7vii) contracts or agreements for the sale of assets that impose restrictions on the transfer of such assets and any contract or agreement for the sale or other disposition of a Restricted Subsidiary of OI Group that restricts any of the foregoing distributions by that such Restricted Subsidiary pending its sale or other disposition; (8) viii) Permitted Refinancing Indebtedness; provided, provided that the applicable restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and; (9ix) Permitted Liens or Investment Grade Permitted Liens securing any provision of secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.4 and 10.9 hereof that limit limits the right of the debtor Authority or any of its Restricted Subsidiaries to dispose of the assets subject to the Liens securing such Lien. Nothing contained in this Section 4.15 shall prevent OI Group or a Restricted Subsidiary of OI Group from entering into any agreement Indebtedness; (x) permitting provisions with respect to the disposition or providing for distribution of assets or property in joint venture agreements and other similar agreements entered into in the incurrence ordinary course of Liens otherwise permitted by Section 4.14 or business; (yxi) restricting the sale restrictions on cash or other disposition deposits or net worth imposed by customers under contracts entered into in the ordinary course of property securing business; (xii) Indebtedness, Disqualified Stock or preferred stock of the Authority or any Guarantor that is incurred subsequent to the Closing pursuant to Section 10.4 hereof containing applicable encumbrances and restrictions that are not materially more restrictive than the encumbrances and restrictions in effect on the Closing pursuant to this Agreement and the Bank Credit Facility taken together; and (xiii) documents or agreements evidencing, relating to or otherwise governing any Permitted Lease Financing to the extent such encumbrances or restrictions are applicable solely to the Income Assets with respect to such Permitted Lease Financing.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group (a) The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1i) pay dividends or make any other distributions on its Capital Stock to OI Group the Borrower or any of its Restricted Subsidiaries, Subsidiaries (it being understood that the priority of any preferred stock in receiving dividends or with respect liquidating distributions prior to any other interest dividends or participation in, or measured by, its profits, liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock) or pay any indebtedness Indebtedness owed to OI Group the Borrower or any of its Restricted Subsidiaries; (2ii) make loans or advances to OI Group the Borrower or any of its Restricted SubsidiariesSubsidiaries (it being understood that the subordination of loans or advances made to the Borrower or any of its Restricted Subsidiaries to other Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to make loans or advances); or (3iii) sell, lease or transfer any of its properties or assets to OI Group the Borrower or any of its Restricted Subsidiaries. However, the . (b) The preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of: (1i) agreements governing Existing Indebtedness, Credit Facilities, charter documents and shareholder agreements Indebtedness as in effect on the Issue Date, Effective Date (including the 15% Notes Indenture and the Exchangeable Notes Indenture) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictiverestrictive in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders those agreements as in effect on the Issue Effective Date; (2ii) this Indenture, the Notes, the Collateral Documents, the Offshore Collateral Documents Agreement and the Guarantees of the Notesother Loan Documents; (3iii) applicable lawthe Transfer Agreements; (4iv) applicable law or any applicable rule, regulation or order; (v) any instrument governing government Indebtedness or Capital Stock of a Person acquired by OI Group the Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, including any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of any such agreements or instruments; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive in any material respect, taken as a whole, than those contained in the agreements governing such original agreement or instrument; provided, further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurredSection 6.01; (5vi) in the case of Section 6.07(a)(iii): (A) a lease, license or similar contract that restricts in a customary non-manner the subletting, assignment or transfer of any subject property or asset, or the assignment or transfer of any such lease, license or other contract; (B) mortgages, pledges or other security agreements otherwise permitted under this Agreement securing Indebtedness of the Borrower or any of its Restricted Subsidiaries to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; or (C) reciprocal easement agreements of the Borrower or any of its Restricted Subsidiaries containing customary provisions in restricting dispositions of the subject real property interests; (vii) leases and other agreements containing net worth provisions entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business and consistent with past practicesbusiness; (6viii) purchase money obligations, including Capital Lease Obligations and obligations under mortgages, Purchase Money Indebtedness for property acquired in the ordinary course of business that and Capital Lease Obligations permitted under this Agreement that, in each case, impose restrictions on the property so acquired purchased or leased of the nature described in clause (3) of the first paragraph of this Section 4.156.07(a)(iii); (7ix) any agreement for the sale or other disposition of assets or Capital Stock of a Restricted Subsidiary of OI Group permitted under this Agreement that restricts any the sale of the foregoing assets, distributions or loans by that Restricted Subsidiary pending its sale or other disposition; (8) x) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictiverestrictive in any material respect, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and; (9xi) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness otherwise permitted to be incurred under the 15% Notes Indenture that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing Liens; (xii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; provided that such restrictions apply only to the assets or property subject to such agreements; (xiii) any agreement or instrument entered into after the Effective Date; provided that the encumbrances or restrictions in such agreement or instrument are not materially more restrictive, taken as a whole, than those contained in this Section 4.15 shall prevent OI Group Agreement or a Restricted Subsidiary of OI Group from entering into any agreement the other Loan Documents; and (xxiv) permitting or providing for the incurrence of Liens otherwise permitted by Section 4.14 or (y) restricting the sale restrictions on cash or other disposition deposits or net worth under contracts or leases entered into in the ordinary course of property securing Indebtednessbusiness.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall (a) The Company will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to OI Group the Company or any of its Restricted SubsidiariesSubsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to OI Group the Company or any of its Restricted SubsidiariesSubsidiary; (2) make loans or advances to OI Group the Company or any of its Restricted SubsidiariesSubsidiary; or (3) sell, lease or transfer any of its properties or assets to OI Group the Company or any Restricted Subsidiary, provided that (x) the priority of its any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill period to) loans or advances made to the Company or any Restricted Subsidiaries. HoweverSubsidiary to other Indebtedness incurred by the Company or any Restricted Subsidiary, the preceding shall not be deemed to constitute such an encumbrance or restriction. (b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Indebtedness (including Existing Indebtedness, Credit Facilities), charter documents and shareholder agreements agreement as in effect on the Issue Date, Date and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictivenot materially less favorable to the Holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders those agreements as in effect on the Issue DateDate (as determined in good faith by the Company); (2) this Indenture, the Notes, the Collateral Note Guarantees and the Security Documents; (3) agreements governing other Indebtedness permitted to be incurred under Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein are not materially less favorable to the Holders of the Notes than is customary in comparable financings (as determined in good faith by the Company) and the Company determines at the time of the incurrence of such Indebtedness that such encumbrances or restrictions will not adversely effect, in any material respect, the Offshore Collateral Documents and the Guarantees of Company’s ability to make principal or interest payments on the Notes; (34) applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit; (45) any instrument governing Indebtedness or Capital Stock of a Person acquired by OI Group the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, ; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (56) customary non-assignment and similar provisions in contracts, leases and licenses entered into in the ordinary course of business and consistent with past practicesbusiness; (67) purchase money obligations, including Capital Lease Obligations and obligations under mortgages, for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3Section 4.08(a)(3) of the first paragraph of this Section 4.15hereof; (7) 8) any agreement for the sale or other disposition of the Capital Stock or all or substantially all of the property and assets of a Restricted Subsidiary of OI Group that restricts any of the foregoing distributions by that Restricted Subsidiary pending its sale or other disposition; (8) 9) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and; (910) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness permitted to be incurred under Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing Liens; (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (12) restrictions on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (13) any customary Productive Asset Leases for Vessels and other assets used in the ordinary course of business; provided that such encumbrance or restriction only extends to the Vessel or other asset financed in such Productive Asset Lease; (14) any Restricted Investment not prohibited by Section 4.07 hereof and any Permitted Investment; (15) any encumbrance or restriction existing with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person other than such Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary; provided that the encumbrances or restrictions are customary for the business of such Unrestricted Subsidiary and would not, at the time agreed to, be expected (as determined in good faith by the Company) to affect the ability of the Issuer and the Guarantors to make payments under the Notes and this Indenture; (16) customary encumbrances or restrictions contained in agreements in connection with Hedging Obligations permitted under this Indenture; and (17) any encumbrance or restriction existing under any agreement that extends, renews, refinances, replaces, amends, modifies, restates or supplements the agreements containing the encumbrances or restrictions in Section 4.08(b)(1) through Section 4.08(b)(16) hereof, or in this Section 4.15 shall prevent OI Group 4.08(b)(17); provided that the terms and conditions of any such encumbrances or a Restricted Subsidiary of OI Group from entering into restrictions are no more restrictive in any material respect than those under or pursuant to the agreement (x) permitting so extended, renewed, refinanced, replaced, amended, modified, restated or providing for the incurrence of Liens otherwise permitted by Section 4.14 or (y) restricting the sale or other disposition of property securing Indebtednesssupplemented.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall (a) The Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to OI Group the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to OI Group the Company or any of its Restricted Subsidiaries; provided that the priority that any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends, distributions or liquidating distributions before dividends, distributions or liquidating distributions are paid in respect of common stock of such Restricted Subsidiary shall not constitute a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this Section 4.08; (2) make loans or advances to OI Group the Company or any of its Restricted SubsidiariesSubsidiaries (it being understood that the subordination of loans or advances made to the Company or any of its Restricted Subsidiaries to other Indebtedness incurred by the Company or any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties or assets to OI Group the Company or any of its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness, Indebtedness and the Credit Facilities, charter documents and shareholder agreements Agreement as in effect on the Issue Date, date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the encumbrances or restrictions contained in the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not in the good faith judgment of an Officer of the Company materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders those agreements as in effect on the Issue Datedate of this Indenture; (2) this Indenture, the NotesNotes and the Note Guarantees; (3) agreements governing other Indebtedness permitted to be incurred under the provisions of Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained therein are in the reasonable good faith judgment of an Officer of the Company, either (a) not materially more restrictive, taken as a whole, than those contained in this Indenture, the Collateral Documents, the Offshore Collateral Documents Notes and the Note Guarantees or the Credit Agreement as in effect on the date of this Indenture or (b) not reasonably likely to have a material adverse effect on the ability of the Company to make required payments on the Notes; (34) applicable law, rule, regulation or order; (45) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by OI Group the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness agreement or instrument was incurred created in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired, and any amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings thereof; provided, that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of an Officer of the Company, no more restrictive, taken as a whole, than those in effect on the date of the acquisition; provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (56) customary non-assignment provisions in leases Hydrocarbon purchase and sale or exchange agreements or similar operational agreements or in licenses, easements or leases, in each case, entered into in the ordinary course of business and consistent with past practicesbusiness; (67) purchase money obligations, including Capital Lease Obligations and obligations under mortgages, for property acquired in the ordinary course of business and Finance Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3) of the first paragraph of this Section 4.154.08(a); (7) 8) any agreement for the sale or other disposition of a Restricted Subsidiary of OI Group that restricts any of the foregoing distributions by that Restricted Subsidiary pending its sale or other disposition; (8) 9) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no are, in the reasonable good faith judgment of an Officer of the Company, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and; (910) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness permitted to be incurred under the provisions of Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing contained Liens; (11) provisions limiting the disposition or distribution of assets or property in this Section 4.15 shall prevent OI Group joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements; (12) encumbrances or restrictions applicable only to a Restricted Subsidiary of OI Group from entering into any agreement that is not a Domestic Subsidiary; (x13) permitting encumbrances or providing for the incurrence of Liens otherwise permitted by Section 4.14 or (y) restricting the sale restrictions on cash or other disposition deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business; (14) customary encumbrances and restrictions contained in agreements of the types described in the definition of “Permitted Business Investments”; (15) agreements governing Hedging Obligations incurred in the ordinary course of business; (16) any encumbrance or restriction with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted Subsidiary is a party to or entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property securing Indebtednessof the Company or any other Restricted Subsidiary other than the assets and property of such Unrestricted Subsidiary; and (17) contractual encumbrances or restrictions in effect on the Issue Date and, in each case, any similar contractual encumbrances effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments. In each case set forth above, notwithstanding any stated limitation on the assets or property that may be subject to such encumbrance or restriction, an encumbrance or restriction on a specified asset or property or group or type of assets or property may also apply to all improvements, additions, repairs, attachments or accessions thereto, assets and property affixed or appurtenant thereto, parts, replacements and substitutions therefor, and all products and proceeds thereof, including dividends, distributions, interest and increases in respect thereof.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall (a) The Issuer will not, and shall will not permit any of its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary that is not a Guarantor to: (1) pay dividends or make any other distributions on its Capital Stock to OI Group the Issuer or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to OI Group the Issuer or any of its Restricted Subsidiaries; (2) make loans or advances to OI Group the Issuer or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to OI Group the Issuer or any of its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness, Credit Facilities, charter documents and shareholder agreements as contractual encumbrances or restrictions of the Issuer or any of its Restricted Subsidiaries (i) in effect on the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements Acquisition Closing Date or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect (ii) pursuant to such dividend the New Credit Agreements and other payment restrictions than those contained in such Existing Indebtednessdocuments relating to the New Credit Agreements, Credit Facilities, charter documents related swap contracts and shareholders agreements as in effect on the Issue DateIndebtedness permitted pursuant to Section 4.09(b)(2); (2) this Indenture, the NotesNotes and the Note Guarantees (and any Additional Notes and related guarantees), and the Collateral Documents, the Offshore Collateral Security Documents and the Guarantees of the NotesIntercreditor Agreements; (3) applicable lawagreements governing other Indebtedness, Disqualified Stock or preferred stock permitted to be incurred under the provisions of Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein either (i) are not materially more restrictive than those contained in agreements governing Indebtedness in effect on the Acquisition Closing Date, or (ii) are not materially more disadvantageous to Holders of the Notes than is customary in comparable financings (as determined by the Issuer in good faith, which determination shall be conclusive) and in the case of subclause (ii) either (x) the Issuer determines (in good faith) that such encumbrance or restriction will not affect the Issuer’s ability to make principal or interest payments on the Notes or (y) such encumbrances or restrictions apply only during the continuance of a default in respect of payment or a financial maintenance covenant relating to such Indebtedness; (4) applicable law, rule, regulation, order, approval, license, permit or similar restriction; (5) any instrument governing Indebtedness or Capital Stock of a Person acquired by OI Group by, or merged, amalgamated or consolidated with or into, the Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition or at the time it merges with or into the Issuer or any Restricted Subsidiary (except to the extent such Indebtedness instrument was incurred entered into in connection with or in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, acquired or designated; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (56) customary non-assignment or sub-letting provisions in contracts, leases, sub-leases and licenses entered into in the ordinary course of business and consistent with past practicesbusiness; (67) purchase money obligations, including mortgage financings and Capital Lease Obligations and obligations under mortgages, for property acquired in the ordinary course of business that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3) of the first paragraph of this Section 4.154.08(a) hereof; (7) 8) contracts for the sale or other disposition of Capital Stock or assets, including any agreement for the sale or other disposition of a Restricted Subsidiary of OI Group all or substantially all of the assets of such Restricted Subsidiary in compliance with the terms of this Indenture that restricts any of the foregoing distributions by that Restricted Subsidiary pending its such sale or other disposition; (8) Permitted 9) Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (10) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof and Liens permitted to be incurred pursuant to the provisions of Section 4.12 hereof; (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, limited liability company organizational documents and other similar agreements (including agreements entered into in connection with a Permitted Investment or pursuant to Section 4.07 hereof), which limitation is applicable only to the assets that are the subject of such agreements; (12) restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (13) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (14) any Restricted Investment not prohibited by Section 4.07 hereof and any Permitted Investment; (15) any encumbrance or restriction of a Securitization Entity effected in connection with a Qualified Securitization Transaction; provided, however, that such restrictions apply only to such Securitization Entity; (16) other Indebtedness, Disqualified Stock or preferred stock of Non-Guarantor Subsidiaries that is incurred or issued subsequent to the Acquisition Closing Date pursuant to Section 4.09 hereof; (17) any encumbrance or restriction with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted Subsidiary is a party to or entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary of the Issuer; provided that such agreement was not entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary of the Issuer and any such encumbrance or restriction does not extend to any assets or property of the Issuer of any Restricted Subsidiary other than the assets and property of such Unrestricted Subsidiary; (18) provisions with respect to the receipt of a rebate on an operating lease until all obligations due to a lessor on other operating leases are satisfied or other customary restrictions in respect of assets or contract rights acquired by a Restricted Subsidiary of the Issuer in connection with a Sale/Leaseback Transaction; (19) encumbrances and restrictions contained in contracts entered into in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Issuer or any Restricted Subsidiary of the Issuer or the ability of the Issuer or such Restricted Subsidiary to realize such value, or to make any distributions relating to such property or assets in each case in any material respect; and (920) Permitted Liens any encumbrances or Investment Grade Permitted Liens securing Indebtedness that limit the right restrictions of the debtor type referred to dispose in Sections 4.08(a)(1), (2) and (3) hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the assets subject contracts, instruments or obligations referred to in clauses (1) through (19) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, not materially more restrictive as a whole with respect to such Lien. Nothing dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.15 covenant, (i) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common shares shall prevent OI Group not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Issuer or a Restricted Subsidiary of OI Group from entering into the Issuer to other Indebtedness incurred by the Issuer or any agreement (x) permitting such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or providing for the incurrence of Liens otherwise permitted by Section 4.14 or (y) restricting the sale or other disposition of property securing Indebtednessadvances.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall (a) The Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to OI Group the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to OI Group the Company or any of its Restricted Subsidiaries; provided that the priority that any series of preferred stock of a Restricted Subsidiary has in receiving dividends or liquidating or other distributions before dividends or liquidating or other distributions are paid in respect of common stock of such Restricted Subsidiary shall not constitute a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this Section 4.08(a); (2) make loans or advances to OI Group the Company or any of its Restricted SubsidiariesSubsidiaries (it being understood that the subordination of loans or advances made to the Company or any such Restricted Subsidiary to other Indebtedness incurred by the Company or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties or assets to OI Group the Company or any of its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing any Credit Facility (including the ABL Credit Agreement and the Term Loan Credit Agreement), any Existing IndebtednessIndebtedness or any other agreements or instruments, Credit Facilities, charter documents and shareholder agreements in each case as in effect on the Issue Date, Date and any amendments, restatements, modifications, restatementsrenewals, renewalsextensions, increases, supplements, refundings, replacements or refinancings thereof, of those agreements or the Indebtedness to which they relate; provided that such the encumbrances or restrictions contained in the amendments, restatements, modifications, restatementsrenewals, renewalsextensions, increases, supplements, refundings, replacements or refinancings are no are, in the reasonable good faith judgment of the Chief Financial Officer of the General Partner, not materially more restrictive, taken as a whole, with respect to such dividend dividend, distribution and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders those agreements as in effect on the Issue Date; (2) this Indenture, the Notes, the Collateral Documents, the Offshore Collateral Documents Notes and the Guarantees of the NotesNote Guarantees; (3) applicable lawagreements governing other Indebtedness permitted to be incurred under Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions therein are, in the reasonable good faith judgment of the Chief Financial Officer of the General Partner, not materially more restrictive, taken as a whole, than the provisions contained in the ABL Credit Agreement, the Term Loan Credit Agreement and in this Indenture as in effect on the Issue Date; (4) the issuance of preferred stock by a Restricted Subsidiary or the payment of dividends and distributions thereon in accordance with the terms thereof; provided that issuance of such preferred stock is permitted pursuant to Section 4.09 hereof and the terms of such preferred stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends and distributions or make any other distributions on its Capital Stock (other than requirements to pay dividends and distributions or liquidation preferences on such preferred stock prior to paying any dividends or making any other distributions on such other Capital Stock); (5) applicable law, rule, regulation, order, approval, license, permit or similar restriction; (6) any instrument governing Indebtedness or Capital Stock of a Person acquired by OI Group the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquiredacquired and any amendments, restatements, modifications, renewals, extensions, increases, supplements, refundings, replacements or refinancings thereof; provided that, the encumbrances or restrictions contained in any such amendments, restatements, modifications, renewals, extensions, increases, supplements, refundings, replacements or refinancings are, in the reasonable good faith judgment of the Chief Financial Officer of the General Partner, not materially more restrictive, taken as a whole, than those in effect on the date of the acquisition; provided, further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (57) customary non-assignment provisions in leases contracts or licenses, easements or leases, in each case, entered into in the ordinary course of business and consistent with past practicesbusiness; (6) 8) purchase money obligations, including Capital Lease Obligations and obligations under mortgages, security agreements or mortgage financings for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3) of the first paragraph of this Section 4.154.08(a) hereof; (79) any agreement for the sale or other disposition of the Equity Interests in, or all or substantially all of the properties or assets of, a Restricted Subsidiary of OI Group that restricts any of the foregoing distributions by that Restricted Subsidiary pending its the sale or other disposition; (8) 10) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and; (911) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing contained Liens; (12) provisions limiting the disposition or distribution of assets or property in this Section 4.15 shall prevent OI Group or joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Subsidiary Investment) entered into with the approval of OI Group from entering into the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (13) any agreement (x) permitting or providing for the incurrence instrument governing Indebtedness of Liens a FERC Subsidiary; provided that such Indebtedness was otherwise permitted by Section 4.14 the terms of this Indenture to be incurred; (14) encumbrances or restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (15) any agreement or instrument relating to any property or assets acquired after the Issue Date, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisition; (16) Hedging Obligations permitted from time to time under this Indenture; and (17) Indebtedness incurred or Capital Stock issued by any Restricted Subsidiary; provided that the restrictions contained in the agreements or instruments governing such Indebtedness or Capital Stock (a) apply only in the event of a payment default or a default with respect to a financial covenant in such agreement or instrument or (yb) restricting will not materially affect the sale or other disposition Company’s ability to make principal, interest and premium, if any, on the Notes of property securing Indebtednessany series, as determined in the reasonable good faith judgment of the Chief Executive Officer and the Chief Financial Officer of the General Partner.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall (a) The Parent will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1i) pay dividends or make any other distributions on its Capital Stock to OI Group the Parent or any of its Restricted SubsidiariesSubsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to OI Group the Parent or any of its Restricted SubsidiariesSubsidiary; (2ii) make loans or advances to OI Group the Parent or any of its Restricted SubsidiariesSubsidiary; or (3iii) sell, lease or transfer any of its properties or assets to OI Group the Parent or any Restricted Subsidiary, provided that (x) the priority of its any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill period to) loans or advances made to the Parent or any Restricted Subsidiaries. Subsidiary to other Indebtedness incurred by the Parent or any Restricted Subsidiary, shall not be deemed to constitute such an encumbrance or restriction. (b) However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of: (1i) agreements governing Existing Indebtedness, Indebtedness and Credit Facilities, charter documents and shareholder agreements Facilities as in effect on the Issue Date, Date and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders those agreements as in effect on the Issue Date; (2ii) this Indenture, the Notes and the Note Guarantees, the Revolving Credit Facility, the OeKB Facility, the Bank Austria Facility, the Vendor Loan Notes, the Intercreditor Agreement and the Collateral Documents; (iii) agreements governing other Indebtedness permitted to be incurred under the provisions of Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein are not materially less favorable to the holders of the Notes than is customary in comparable financings (as determined in good faith by the Parent) and the Parent determines at the time of the incurrence of such Indebtedness that such encumbrances or restrictions will not adversely affect, in any material respect, the Offshore Collateral Documents and the Guarantees of Issuer’s ability to make principal or interest payments on the Notes; (3iv) applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit; (4v) any instrument governing Indebtedness or Capital Stock of a Person acquired by OI Group the Parent or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, ; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5vi) customary non-assignment and similar provisions in contracts, leases and licenses entered into in the ordinary course of business and consistent with past practicesbusiness; (6vii) purchase money obligations, including Capital Lease Obligations and obligations under mortgages, for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3) of the first paragraph of this Section 4.154.08(a)(iii); (7viii) any agreement for the sale or other disposition of the Capital Stock or all or substantially all of the property and assets of a Restricted Subsidiary of OI Group that restricts any of the foregoing distributions by that Restricted Subsidiary pending its sale or other disposition; (8) ix) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and; (9x) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness permitted to be incurred under the provisions of Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing contained Liens; (xi) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements; (xii) restrictions on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (xiii) any encumbrance or restriction of a Securitization Subsidiary effected in connection with a Qualified Securitization Financing; provided, however, that such restrictions apply only to such Securitization Subsidiary; and (xiv) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing Section 4.08(b)(i)– (xiii), or in this Section 4.15 shall prevent OI Group clause (xiv); provided that the terms and conditions of any such encumbrances or a Restricted Subsidiary of OI Group from entering into restrictions are no more restrictive in any material respect than those under or pursuant to the agreement (x) permitting so extended, renewed, refinanced or providing for the incurrence of Liens otherwise permitted by Section 4.14 or (y) restricting the sale or other disposition of property securing Indebtednessreplaced.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall (a) The Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to OI Group the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to OI Group the Company or any of its Restricted SubsidiariesSubsidiaries (it being understood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock); (2) make loans or advances to OI Group the Company or any of its Restricted SubsidiariesSubsidiaries (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties or assets to OI Group the Company or any of its Restricted Subsidiaries. However, the preceding Subsidiaries (it being understood that such transfers shall not include any type of transfer described in clauses (1) and (2) of this Section 10.9(a)). (b) The restrictions shall in Section 10.9(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness, Indebtedness and Credit Facilities, charter documents and shareholder agreements Facilities as in effect on the Issue Date, date of this Agreement (including the Senior Credit Facility) and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings refinancings, in the good faith judgment of the Company, (x) are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders those agreements as in effect on the Issue Datedate of this Agreement and (y) will not materially affect the Company’s ability to make anticipated principal and interest payments on the Notes when due; (2) this IndentureAgreement, the Notes, the Collateral Documents, the Offshore Collateral Documents Notes and the Guarantees of the NotesSubsidiary Guaranties; (3) applicable lawagreements governing other Indebtedness permitted to be incurred under Section 10.2 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that in the good faith judgment of the Company, such encumbrances and restrictions will not materially affect the Company’s ability to make anticipated principal and interest payments on the Notes when due; (4) applicable law, rule, regulation or order; (5) any instrument governing Indebtedness or Capital Stock of a Person acquired by OI Group the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, ; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture Agreement to be incurred; (56) customary non-assignment provisions in leases leases, subleases, licenses and other contracts entered into in the ordinary course of business business, including, without limitation, any encumbrance or restriction (a) that restricts the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of such lease, license or other contract; and consistent with past practices(b) pursuant to provisions restricting the dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; (67) purchase money obligations, including Capital Lease Obligations and obligations under mortgages, for property acquired in the ordinary course of business and Attributable Debt or Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3) of the first paragraph of this Section 4.1510.9(a) hereof; (7) 8) any agreement for the sale or other disposition of all or a portion of the Capital Stock or assets of a Restricted Subsidiary of OI Group that restricts any of the foregoing distributions by that Restricted Subsidiary pending its sale or other disposition; (8) 9) Permitted Refinancing Indebtedness; provided that, provided that in the good faith judgment of the Company, the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and; (910) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness permitted to be incurred under the provisions of Section 10.3 hereof that limit the right of the debtor to dispose of the assets subject to such Liens, including any Permitted Lien. Nothing contained ; (11) provisions limiting the disposition or distribution of assets or property in this Section 4.15 shall prevent OI Group or joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Subsidiary Investment), which limitation is applicable only to the assets that are the subject of OI Group from entering into any agreement such agreements; and (x12) permitting or providing for the incurrence of Liens otherwise permitted by Section 4.14 or (y) restricting the sale restrictions on cash or other disposition deposits or net worth imposed by customers under contracts entered into in the ordinary course of property securing Indebtednessbusiness.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall (a) The Partnership will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to OI Group the Partnership or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to OI Group the Partnership or any of its Restricted Subsidiaries; provided that the priority that any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends or liquidating distributions before dividends or liquidating distributions are paid in respect of common stock of such Restricted Subsidiary shall not constitute a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this Section 4.08; (2) make loans or advances to OI Group the Partnership or any of its Restricted SubsidiariesSubsidiaries (it being understood that the subordination of loans or advances made to the Partnership or any Restricted Subsidiary to other Indebtedness incurred by the Partnership or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties or assets to OI Group the Partnership or any of its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements and instruments (including those governing Existing Indebtedness, Indebtedness and Credit Facilities, charter documents and shareholder agreements ) as in effect on the Issue Date, date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders those agreements as in effect on the Issue Datedate of this Indenture; (2) this Indenture, the Notes, the Collateral Documents, the Offshore Collateral Documents Notes and the Guarantees of the NotesNote Guarantees; (3) applicable lawagreements governing other Indebtedness permitted to be incurred under the provisions of Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein are not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees; (4) any applicable law, rule, regulation, approval, license, permit or order; (5) any agreement or instrument governing Indebtedness or Capital Stock of a Person acquired by OI Group the Partnership or any of its Restricted Subsidiaries (including those governing Indebtedness or Capital Stock) as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, ; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (56) customary non-assignment provisions in contracts, leases and licenses entered into in the ordinary course of business and consistent with past practicesbusiness; (67) purchase money obligations, including Capital Lease Obligations and obligations under mortgages, for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3) of the first paragraph of this Section 4.154.08(a) above; (7) 8) any agreement for the sale or other disposition of a Restricted Subsidiary of OI Group that restricts any of the foregoing distributions by that Restricted Subsidiary pending its sale or other disposition; (8) 9) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and; (910) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing Liens; (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale and leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the approval of the General Partner’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (12) restrictions on cash or other deposits or net worth imposed by customers, lessors, suppliers, or required by insurance surety bonding companies, in each case in the ordinary course of business; (13) in the case of any Foreign Subsidiary, any encumbrance or restriction contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was incurred if either (a) the encumbrance or restriction applies only in the event of a Payment Default or a default with respect to a financial covenant in such Indebtedness or agreement or (b) the Partnership determines that any such encumbrance of restriction will not materially affect the Partnership’s ability to make principal or interest payments on the Notes, as determined in good faith by the Board of Directors of the General Partner, whose determination shall be conclusive; (14) for any purpose not otherwise prohibited by this Indenture, encumbrances or restrictions of the type described in Section 4.15 shall prevent OI Group 4.08(a)(3) above arising or agreed to (i) in the ordinary course of business that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license, conveyance or similar contract, including with respect to intellectual property, (ii) that restrict in a customary manner, pursuant to provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements, the transfer of ownership interests in, or assets of, such partnership, limited liability company, joint venture or similar Person or (iii) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any property or assets of, the Partnership or any Restricted Subsidiary; (15) encumbrances or restrictions with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted Subsidiary is a party to or entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of OI Group from entering into the Partnership or any other Restricted Subsidiary other than the assets and property of such Unrestricted Subsidiary; (16) customary restrictions in respect of assets or contract rights acquired by a Restricted Subsidiary in connection with a permitted sale and leaseback transaction; or (17) any agreement (x) permitting or providing for instrument relating to any property or assets acquired after the incurrence date of Liens otherwise permitted by Section 4.14 this Indenture, so long as such encumbrance or (y) restricting restriction relates only to the sale property or other disposition assets so acquired and is not and was not created in anticipation of property securing Indebtednesssuch acquisition.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall (a) The Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to OI Group the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to OI Group the Company or any of its Restricted Subsidiaries; (2) make loans or advances to OI Group the Company or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to OI Group the Company or any of its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness, Indebtedness and Credit Facilities, charter documents and shareholder agreements Facilities as in effect on the Issue Date (or otherwise required by such agreements in existence on the Issue Date, ) and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders those agreements as in effect on the Issue Date; (2) this Indenture, the Notes, the Collateral Documents, the Offshore Collateral Documents Notes and the Note Guarantees of and any Exchange Notes and related Note Guarantees issued pursuant to the NotesRegistration Rights Agreement; (3) applicable lawagreements governing other Indebtedness permitted to be incurred under Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein either (i) are not materially more restrictive than those contained in agreements governing Indebtedness in effect on the Issue Date, or (ii) are not materially more disadvantageous to Holders of the Notes than is customary in comparable financings (as determined by the Company in good faith) and in the case of (ii) either (x) the Company determines (in good faith) that such encumbrance or restriction will not affect the Company’s ability to make principal or interest payments on the Notes or (y) such encumbrances or restrictions apply only during the continuance of a Default in respect of payment or a financial maintenance covenant relating to such Indebtedness; (4) applicable law, rule, regulation or order; (5) any instrument governing Indebtedness or Capital Stock of a Person acquired by OI Group the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness instrument was incurred entered into in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (56) customary non-assignment provisions in leases contracts, leases, subleases and licenses entered into in the ordinary course of business and consistent with past practicesbusiness; (67) purchase money obligations, including mortgage financings and Capital Lease Obligations and obligations under mortgages, for property acquired in the ordinary course of business that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3) of the first paragraph of this Section 4.154.08(a) hereof; (7) 8) contracts for the sale of assets, including any agreement for the sale or other disposition of a Restricted Subsidiary of OI Group that restricts any or all or substantially all of the foregoing by that assets of such Restricted Subsidiary in compliance with the terms of this Indenture pending its such sale or other disposition; (8) 9) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and; (910) Permitted Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof and Liens or Investment Grade Permitted Liens securing Indebtedness permitted to be incurred pursuant to the provisions of Section 4.12 hereof, in each case, that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing Liens; (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets or Persons that are the subject of such agreements; (12) restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (13) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (14) any Restricted Investment not prohibited by Section 4.07 hereof and any Permitted Investment; (15) customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; (16) Hedging Obligations entered into in the ordinary course of business and not for speculative purposes; (17) any encumbrances or restrictions of the type referred to in Section 4.08(a)(1), (2) and (3) hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (16) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, not materially more restrictive as a whole with respect to such dividend and other payment restrictions than those contained in this Section 4.15 shall prevent OI Group or a Restricted Subsidiary of OI Group from entering into any agreement (x) permitting or providing for the incurrence of Liens otherwise permitted by Section 4.14 or (y) restricting the sale dividend or other disposition payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and (18) agreements relating to HUD Financing and any amendments of property securing Indebtednessthose agreements.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to OI Group the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to OI Group the Company or any of its Restricted Subsidiaries; (2) make loans or advances to OI Group the Company or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to OI Group the Company or any of its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness, Credit Facilities, charter documents and shareholder agreements Indebtedness as in effect on the Issue Date, date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders those agreements as in effect on the Issue Datedate of this Indenture (as determined in good faith by the Company); (2) this Indenture, the Notes, the Collateral Documents, the Offshore Collateral Documents Note Guarantees and the Guarantees of the NotesSecurity Documents; (3) applicable lawagreements governing other Indebtedness permitted to be incurred under Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein are not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees (as determined in good faith by the Company); (4) applicable law, rule, regulation or order; (5) any instrument agreement governing Indebtedness or Capital Stock of a Person Persons acquired by OI Group the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any PersonPersons, or the properties or assets of any PersonPersons, other than the PersonPersons, or the property or assets of the PersonPersons, so acquired, ; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of such acquisition (as determined in good faith by the Company); (56) customary non-assignment provisions in leases contracts, leases, subleases, licenses and sublicenses entered into in the ordinary course of business and consistent with past practicesbusiness; (67) mortgage financings and purchase money obligations, including Capital Lease Obligations and obligations under mortgages, for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired mortgaged, purchased or leased of the nature described in clause (3) of the first paragraph of this Section 4.15preceding paragraph; (7) 8) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or other disposition of a Restricted Subsidiary of OI Group that restricts any all or substantially all of the foregoing by that Capital Stock or assets of such Restricted Subsidiary pending its the closing of such sale or other disposition; (8) 9) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; andrefinanced (as determined in good faith by the Company); (910) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing Liens; (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements; (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (13) encumbrances and restrictions contained in this Section 4.15 shall prevent OI Group the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if the encumbrance or restriction applies only in the event of a payment default or default with respect to a financial covenant contained in such Indebtedness or agreement and such encumbrance or restriction is not materially more disadvantageous to the holders of the Notes than is customary in comparable financings (as determined in good faith by the Company) and the Company determines that any such encumbrance or restriction will not materially affect the Issuers’ ability to make principal or interest payments on the Notes; and (14) restrictions on the sale, lease or transfer of property or assets arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary of OI Group from entering into in any agreement (x) permitting manner material to the Company or providing for the incurrence of Liens otherwise permitted by Section 4.14 or (y) restricting the sale or other disposition of property securing Indebtednessany Restricted Subsidiary.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group shall (a) The Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1i) pay dividends or make any other distributions on its Capital Stock to OI Group the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to OI Group or any of its Restricted Subsidiaries; (2) make loans or advances to OI Group the Company or any of its Restricted Subsidiaries; provided that the priority that any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends, distributions or liquidating distributions before dividends, distributions or liquidating distributions are paid in respect of common stock of such Restricted Subsidiary shall not constitute a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this Section 4.08; (ii) make loans or advances to the Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Company or any of its Restricted Subsidiaries to other Indebtedness incurred by the Company or any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to make loans or advances); or (3iii) sell, lease or transfer any of its properties or assets to OI Group the Company or any of its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1i) agreements governing Existing Indebtedness, the Second Lien Notes and Credit Facilities, charter documents and shareholder agreements Facilities as in effect on the Issue Date, date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the encumbrances or restrictions contained in the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not, in the good faith judgment of an Officer of the Company, materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtednessthose agreements on the date of this Indenture; (ii) this Indenture, the Notes and the Note Guarantees; (iii) agreements governing other Indebtedness permitted to be incurred under Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained therein are not, in the reasonable good faith judgment of an Officer of the Company, materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees or the Credit Facilities, charter documents and shareholders agreements Agreement as in effect on the Issue Datedate of this Indenture; (2iv) this Indentureapplicable law, the Notesrule, the Collateral Documents, the Offshore Collateral Documents and the Guarantees of the Notesregulation or order; (3) applicable law; (4v) any instrument governing Indebtedness or Capital Stock of a Person acquired by OI Group the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of an Officer of the Company, no more restrictive, taken as a whole, than those in effect on the date of the acquisition; provided, further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5vi) customary non-assignment provisions in leases Hydrocarbon purchase and sale or exchange agreements or similar operational agreements or in licenses, easements or leases, in each case, entered into in the ordinary course of business and consistent with past practicesbusiness; (6vii) purchase money obligations, including Capital Lease Obligations and obligations under mortgages, for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3iii) of the first paragraph of this Section 4.154.08(a) hereof; (7viii) any agreement for the sale or other disposition of a Restricted Subsidiary of OI Group that restricts any of the foregoing distributions by that Restricted Subsidiary pending its sale or other disposition; (8) ix) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no are, in the reasonable good faith judgment of an Officer of the Company, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and; (9x) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing contained Liens; (xi) provisions limiting the disposition or distribution of assets or property in this Section 4.15 shall prevent OI Group joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (xii) encumbrances or restrictions applicable only to a Restricted Subsidiary of OI Group from entering into any agreement that is not a Domestic Subsidiary; (xxiii) permitting encumbrances or providing for the incurrence of Liens otherwise permitted by Section 4.14 or (y) restricting the sale restrictions on cash or other disposition deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of property securing Indebtednessbusiness; and (xiv) customary encumbrances and restrictions contained in agreements of the types described in the definition of Permitted Business Investments.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group (a) The Parent Guarantor shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1i) pay dividends or make any other distributions on its Capital Stock to OI Group the Parent Guarantor or any of its Restricted SubsidiariesSubsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to OI Group the Issuer or any of its Restricted SubsidiariesGuarantor; (2ii) make loans or advances to OI Group the Parent Guarantor or any of its Restricted SubsidiariesSubsidiary; or (3iii) sell, lease or transfer any of its properties or assets to OI Group the Parent Guarantor or any Restricted Subsidiary; provided that (x) the priority of its any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill period to) loans or advances made to the Parent Guarantor or any Restricted Subsidiaries. HoweverSubsidiary to other Indebtedness incurred by the Parent Guarantor or any Restricted Subsidiary, the preceding restrictions shall not be deemed to constitute such an encumbrance or restriction. (b) The provisions of Section 4.16(a) above shall not apply to encumbrances or restrictions existing under or by reason of: (1i) agreements governing Indebtedness (including Existing Indebtedness, Credit Facilities), charter documents and shareholder agreements agreement as in effect on the Issue Date, Date and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictivenot materially less favorable to the holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, Credit Facilities, charter documents and shareholders those agreements as in effect on the Issue DateDate (as determined in good faith by the Parent Guarantor); (2ii) this Indenture, the Notes, the Collateral Note Guarantees and the Security Documents; (iii) agreements governing other Indebtedness permitted to be incurred under Section 4.06 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein are not materially less favorable to the holders of the Notes than is customary in comparable financings (as determined in good faith by the Issuer) and the Issuer determines at the time of the incurrence of such Indebtedness that such encumbrances or restrictions will not adversely effect, in any material respect, the Offshore Collateral Documents and the Guarantees of Issuer’s ability to make principal or interest payments on the Notes; (3iv) applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit; (4v) any instrument governing Indebtedness or Capital Stock of a Person acquired by OI Group the Parent Guarantor or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, ; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5vi) customary non-assignment and similar provisions in contracts, leases and licenses entered into in the ordinary course of business and consistent with past practicesbusiness; (6vii) purchase money obligations, including Capital Lease Obligations and obligations under mortgages, for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described set forth in clause (3) of the first paragraph of this Section 4.154.16(a)(iii); (7viii) any agreement for the sale or other disposition of the Capital Stock or all or substantially all of the property and assets of a Restricted Subsidiary of OI Group that restricts any of the foregoing distributions by that Restricted Subsidiary pending its sale or other disposition; (8) ix) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and; (9x) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness permitted to be incurred under Section 4.07 that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing contained Liens; (xi) provisions limiting the disposition or distribution of assets or property in this joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the approval of the Parent Guarantor’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (xii) restrictions on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (xiii) any customary Productive Asset Leases for Vessels and other assets used in the ordinary course of business; provided that such encumbrance or restriction only extends to the Vessel or other asset financed in such Productive Asset Lease; (xiv) any Restricted Investment not prohibited by Section 4.15 shall prevent OI Group 4.08 and any Permitted Investment; (xv) any encumbrance or restriction existing with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of OI Group from entering into this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person other than such Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary; provided that the encumbrances or restrictions are customary for the business of such Unrestricted Subsidiary and would not, at the time agreed to, be expected (as determined in good faith by the Issuer) to affect the ability of the Issuer and the Guarantors to make payments under the Notes, the Note Guarantees and this Indenture, as applicable; (xvi) customary encumbrances or restrictions contained in agreements in connection with Hedging Obligations and Cash Management Obligations permitted under this Indenture; and (xvii) any encumbrance or restriction existing under any agreement that extends, renews, refinances, replaces, amends, modifies, restates or supplements the agreements containing the encumbrances or restrictions in the foregoing clauses (xi) permitting through (xvi), or providing for in this clause (xvii); provided that the incurrence terms and conditions of Liens otherwise permitted by Section 4.14 any such encumbrances or (y) restricting restrictions are no more restrictive in any material respect than those under or pursuant to the sale agreement so extended, renewed, refinanced, replaced, amended, modified, restated or other disposition of property securing Indebtednesssupplemented.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. OI Group The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) (i) pay dividends or make any other distributions to the Company or any Restricted Subsidiary (A) on its Capital Stock to OI Group or any of its Restricted Subsidiaries, or (B) with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any indebtedness Indebtedness owed to OI Group the Company or any of its Restricted SubsidiariesSubsidiary; (2) make loans or advances to OI Group the Company or any of its Restricted SubsidiariesSubsidiary; or (3) transfer any of its properties or assets to OI Group the Company or any of its Restricted SubsidiariesSubsidiary. However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness, Credit Facilities, charter documents and shareholder agreements Indebtedness as in effect on as of the Issue Datedate hereof, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, ; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, restrictive in the aggregate with respect to such dividend and other payment restrictions than those contained in such the agreements governing Existing Indebtedness, Credit Facilities, charter documents and shareholders agreements Indebtedness as in effect on the Issue Datedate hereof; (2) the Credit Agreement as in effect as of the date hereof, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive in the aggregate with respect to such dividend and other payment restrictions than those contained in the Credit Agreement as in effect on the date hereof; (3) this Indenture, the Notes, the Collateral Documents, the Offshore Collateral Documents Indenture and the Guarantees of the Notes; (34) applicable law, including, for the avoidance of doubt, any applicable rule, regulation or order; (45) any instrument governing Indebtedness or Capital Stock of a Person acquired by OI Group the Company or any of its Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, ; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (56) customary non-assignment provisions in contracts, licenses or leases entered into in the ordinary course of business and consistent with past practices; (6) purchase money obligations, including Capital Lease Obligations and obligations under mortgages, for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of the first paragraph of this Section 4.15; (7) any agreement for the sale or other disposition of a Restricted Subsidiary of OI Group that restricts any of the foregoing distributions by that Restricted Subsidiary pending its sale or other disposition; (8) Permitted restrictions on the transfer of property subject to mortgage, purchase money obligations or Capital Lease Obligations otherwise permitted by clause (5) of Section 4.10; (9) permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, restrictive in the aggregate than those contained in the agreements governing the Indebtedness being refinanced; and; (910) Permitted Liens or Investment Grade Permitted Liens securing Indebtedness permitted to be incurred under Section 4.11 that limit the right of the debtor to dispose of the assets subject to such Lien. Nothing contained Liens; (11) provisions limiting the disposition or distribution of assets or property in this Section 4.15 shall prevent OI Group or joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Subsidiary Permitted Investment) entered into with the approval of OI Group from entering into any agreement the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (x12) permitting or providing for the incurrence of Liens otherwise permitted by Section 4.14 or (y) restricting the sale restrictions on cash or other disposition deposits or net worth imposed by customers under contracts entered into in the ordinary course of property securing Indebtednessbusiness; (13) agreements governing other Indebtedness permitted to be incurred under the provisions of Section 4.10 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein will not materially affect the Company’s ability to make anticipated principal or interest payments on the Notes (as determined in good faith by senior management or the Board of Directors of the Company); and (14) any Lien or restriction on a Securitization Subsidiary that, in the good faith judgment of senior management or the Board of Directors of the Company, is reasonably required in connection therewith; provided, however, that such restrictions only apply to Securitization Subsidiaries.